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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): August 07, 2025

    

REPAY HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38531	98-1496050
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3060 Peachtree Road NW Suite 1100
Atlanta, Georgia		30305
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 404 504-7472

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RPAY	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 11, 2025, Repay Holdings Corporation (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended June 30, 2025.

A copy of the Company’s earnings press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Robert S. Houser as Chief Financial Officer

On August 7, 2025, the board of directors (the “Board”) of Repay Holdings Corporation (the “Company”) appointed Robert S. Houser, age 50, to serve as the Chief Financial Officer of the Company, effective as of September 8, 2025 (the “Effective Date”). Upon the Effective Date, Thomas E. Sullivan will cease to serve as the Company’s Interim Chief Financial Officer and will return to his full-time role as the Company’s Chief Accounting Officer.

Mr. Houser will join the Company from Conduent Incorporated (Nasdaq: CNDT) (“Conduent”), a business process services company that provides digital platforms and solutions to commercial and government clients, which he joined in July 2021. Most recently, he has served as Group CFO for Conduent’s Public Sector business and Advisor to CEO since January 2025, and he previously served as Conduent’s Global Head of Strategy, Corporate Development and Advisor to CEO from July 2021 to January 2025. Prior to Conduent, Mr. Houser held several senior positions at Fiserv Inc. (NYSE: FI) (“Fiserv”), a global fintech and payments company, from September 2014 to July 2021, including as Senior Vice President and General Manager of Fiserv’s Bill Pay Solutions business unit and as Vice President and Chief Financial Officer of Fiserv’s Biller and Payments group. Prior to Fiserv, he was the Global Head of FP&A and Investor Relations at Integra Lifesciences, Inc. (Nasdaq: IART). He previously held various finance, accounting, and strategy roles at Firmenich, Inc, Bristol-Myers Squibb Co. (NYSE: NMY), and Merck & Co Inc. (NYSE:MRK). Mr. Houser began his career as an auditor for KPMG LLP, and he earned his MBA and bachelor’s degree in accounting from Rider University.

There are no family relationships between Mr. Houser and any director or executive officer of the Company, and no related party transactions are required to be reported under Item 404(a) of Regulation S-K.

Employment Agreement with Robert S. Houser

In connection with Mr. Houser’s employment, on August 7, 2025, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Houser pursuant to which Mr. Houser will serve as Chief Financial Officer of the Company. The term of the Employment Agreement will commence on the Effective Date and will continue until Mr. Houser’s employment relationship is terminated under the terms of the Employment Agreement or as otherwise agreed by the Company and Mr. Houser.

Under the Employment Agreement, Mr. Houser will receive an annual base salary of at least $400,000 and will be eligible for an annual performance-based cash bonus with a target amount of 60% of his base salary for the applicable bonus period based on the achievement of certain performance objectives established by the compensation committee (the “Compensation Committee”) of the Board. Mr. Houser will also have the opportunity to participate in the Company’s other employee benefit plans. Beginning in 2026, Mr. Houser will be eligible to participate in the Company’s equity incentive plan on such basis as the Compensation Committee may determine.

Mr. Houser will receive a one-time cash signing bonus of $150,000 within 30 days after the Effective Date and an additional one-time cash bonus of $100,000 by no later than March 15, 2026. If, within 24 months after the Effective Date, Mr. Houser resigns from his employment with the Company other than for “good reason” (as defined in the Employment Agreement) or his employment is terminated by the Company for “cause” (as defined in the Employment Agreement), then Mr. Houser will be required to repay a pro rata portion of these one-time cash bonuses. Additionally, Mr. Houser will receive a one-time new hire restricted stock award with a grant date value of $700,000, which will be subject to time-based vesting in equal annual installments over a four-year period.

Pursuant to the terms of the Employment Agreement, in the event of a termination of Mr. Houser’s employment by the Company without “cause” or by Mr. Houser for “good reason,” Mr. Houser will be entitled to receive the following payments and benefits:

•

an amount equal to the sum of his then current base salary and target annual bonus, payable in installments over the “severance period” (as defined below);

•

immediate vesting of all time-based equity awards that would have vested through the severance period; all performance-based equity awards remain outstanding and eligible to vest based on achievement of performance objectives through the severance period; and

•

outstanding stock options remain outstanding until the earlier of (i) the expiration of the severance period and (ii) the original expiration of the stock option.

The “severance period” is 18 months; provided that in the event such termination is on or within 24 months following a change in control or prior to and in anticipation of a change in control, the “severance period” is 30 months. Such severance payments and benefits are subject to execution and non-revocation of a release of claims.

Pursuant to the terms of the Employment Agreement, in the event of a termination due to death or incapacity, Mr. Houser will be entitled to the annual bonus that would have been paid had he remained employed until the end of the applicable bonus period.

Mr. Houser will be prohibited, pursuant to the Employment Agreements, from soliciting the Company’s clients or vendors, or recruiting the Company’s employees, for a period of 24 months following the separation date. In addition, Mr. Houser has agreed to not compete directly with the Company within the “restricted territory” (as defined in the Employment Agreement) for a period of 24 months. Pursuant to the Employment Agreement, Mr. Houser will also be prohibited from divulging or making use of any “confidential information” or “trade secrets” (each as defined in the Employment Agreement) during his employment and following cessation of employment with the Company for any reason.

Throughout the foregoing summary of the Employment Agreement, unless otherwise noted or unless the context otherwise requires, the term “Company” refers to Repay Holdings Corporation and/or one or more of its consolidated subsidiaries.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On August 11, 2025, the Company provided supplemental information regarding its business and operations in an earnings supplement and investor presentation that will be made available on the investor relations section of the Company’s website. In addition, on August 11, 2025, the Company issued a press release announcing the appointment of Robert S. Houser as the Company’s Chief Financial Officer.

Copies of the earnings supplement, the investor presentation and the Chief Financial Officer press release are attached hereto as Exhibits 99.2, 99.3 and 99.4, respectively, and are hereby incorporated by reference in this Item 7.01. As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
10.1#			Employment Agreement, dated August 7, 2025, by and between Repay Management Services LLC and Robert S. Houser
99.1			Press release issued August 11, 2025 by Repay Holdings Corporation
99.2			Earnings Supplement, dated August 2025
99.3			Investor Presentation, dated August 2025
99.4			Press Release issued August 11, 2025 by Repay Holdings Corporation
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

	#	Certain portions of this exhibit, marked by “[***]”, have been redacted pursuant to Item 601(b)(10) of Regulation S-K. Such redacted information (i) is not material and (ii) is the type of information that the Company treats as private or confidential. An unredacted copy of this exhibit will be provided to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Repay Holdings Corporation

Dated: August 11, 2025	By:	/s/ Thomas E. Sullivan
		Thomas E. Sullivan
		Interim Chief Financial Officer

EX-10.1 2 rpay-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

CERTAIN PORTIONS OF THIS EXHBIT, MARKED BY “[***]”, HAVE BEEN REDACTED PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K. SUCH REDACTED INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2025, by and between Repay Management Services LLC, a Delaware limited liability company (the “Company”), and Robert S. Houser, a resident of the Commonwealth of Pennsylvania (“Executive”).

RECITALS:

WHEREAS, the Company is an indirect subsidiary of Repay Holdings Corporation, a Delaware corporation (“Parent;” as used herein, the “Incentive Plan” means Parent’s Omnibus Incentive Plan or any successor plan); andWHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, all in accordance with the terms and subject to the conditions provided herein.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

Employment. As of September 8, 2025 (the “Effective Date”), the Company shall employ Executive, and Executive hereby agrees to serve the Company, on the terms and conditions set forth herein. The term of this Agreement shall commence on the Effective Date and shall continue until Executive’s employment relationship is terminated under Section 4(a) hereof or as otherwise agreed by the parties hereto (the “Employment Period”).

Position and Duties. During the Employment Period, Executive shall serve as Chief Financial Officer, and shall have such duties and responsibilities as are customarily assigned to such position and such other responsibilities, duties, powers, authority and obligations delegated to Executive directly by the Chief Executive Officer or Parent’s board of directors (or its designated committee, as applicable, the “Governing Authority”) that are consistent with Executive’s position. Executive shall use Executive’s best efforts to promote and develop the business of the Company; shall devote substantially all of Executive’s working time and effort exclusively to the business and affairs of the Company; shall act in good faith in performing all duties required to be rendered under this Agreement; and shall conduct himself in a manner consistent with the best interests of the Company and in accordance with the Company’s written policies as are in effect from time to time. If requested by the Company, Executive will also provide services to the affiliates and subsidiaries of the Company, in the same capacity as described above. Executive will follow and comply with, and hereby agrees to be bound by, applicable legal policies and procedures adopted in writing by the Company or the Governing Authority from time to time and presented to Executive, including without limitation, policies relating to business ethics and conflict of interest, securities trading, prohibiting discrimination, prohibiting harassment, confidentiality and trade secrets.

Notwithstanding the foregoing, Executive will be permitted to act or serve as a director, trustee, committee member or principal of any type of business, civic organization or charitable organization as long as such activities do not conflict with or interfere in any material respect with the performance of Executive’s services to the Company. The principal place of employment of Executive shall be the Company’s executive offices in Atlanta, Georgia, subject to travel required for the business of the Company or the Company’s affiliates or subsidiaries.

Compensation and Benefits.

(a)

Salary. During the Employment Period, Executive shall receive from the Company a base salary for each twelve (12) month period commencing on the Effective Date of not less than $400,000 (the “Base Salary”) or, in the event that Executive is employed for any portion thereof, a pro rata amount of the Base Salary. Commencing January 1, 2027, the Base Salary shall be reviewed at least annually by the Governing Authority and the Governing Authority may, but shall not be required to, increase the Base Salary during the Employment Period. The Base Salary shall be paid in arrears in substantially equal installments at monthly or more frequent intervals, in accordance with the normal payroll practices of the Company.

(b)

One-Time Bonuses. Executive will be eligible to receive the Signing Bonus (as defined below) and the Additional Bonus (as defined below) on the terms and conditions of this Section 3(b). The Signing Bonus and the Additional Bonus are collectively referred to herein as the “One-Time Bonuses.”

(i)

Signing Bonus. The Company shall pay Executive a lump sum cash signing bonus of $150,000 (the “Signing Bonus”) within 30 days after the Effective Date, provided that Executive is actively employed by the Company at the time of payment.

(ii)

Additional Bonus. The Company shall pay Executive a lump sum additional bonus of $100,000 (the “Additional Bonus”) by no later than March 15, 2026, provided that Executive is actively employed by the Company at the time of payment.

(iii)

Repayment Obligation. If, prior to the date that is twenty-four (24) months following the Effective Date (the “Second Anniversary Date”), Executive voluntarily terminates Executive’s employment hereunder for any reason other than Good Reason (as defined below) or Executive’s employment hereunder is terminated by the Company for Cause (as defined below), then Executive shall repay to the Company an amount equal to the product of (i) the total amount of One-Time Bonuses paid to Executive by the Company and (ii) a fraction, the numerator of which is the number of days remaining between the effective date of termination and the Second Anniversary Date and the denominator of which is 730. Such repayment shall be due and payable on the effective date of termination. To the extent not prohibited by applicable law and in addition to any other remedy, the Company and its affiliates shall have the right to offset all or any portion of such amount owed to the Company against any amounts owed to Executive by the Company or its affiliates.

(c)

Annual Bonus. During the Employment Period, Executive shall be eligible to receive an annual cash performance-based bonus award (the “Annual Bonus”) in respect of each fiscal year or portion thereof (the “Annual Bonus Period”) during the Employment Period. The target Annual Bonus opportunity for each such Annual Bonus Period (the “Target Annual Bonus”) shall be an amount equal to 60% of Executive’s Base Salary for such Annual Bonus Period, with the actual Annual Bonus payable being based upon the level of achievement of the Company and/or individual performance objectives for such Annual Bonus Period, as established by the Governing Authority. Achievement of the Company and/or individual performance objectives shall be determined by the Governing Authority, in its reasonable discretion, by no later than the last day of February following the applicable Annual Bonus Period. The Annual Bonus shall be paid, if at all, by no later than the fifteenth (15th) day of March following the applicable Annual Bonus Period with respect to which the performance goals are measured.

(i)

Notwithstanding the foregoing provisions of this Section 3(c), but subject to Section 4(e), Executive must be employed by the Company on the last day of the applicable Annual Bonus Period to be eligible for receipt of the Annual Bonus relating to such Annual Bonus Period (and, if Executive is not so employed at such time, Executive shall not be considered to have “earned” any such Annual Bonus).

(ii)

Except as provided in this Section 3, Executive shall not be entitled to receive any other cash-based incentive compensation provided by the Company or any of its subsidiaries or affiliates.

(d)

Equity Awards.

(i)

As soon as practicable after the Effective Date, the Company shall cause the Executive to receive a one-time equity award grant, as follows: a number of shares of Restricted Stock (as defined in the Incentive Plan) equal to (A) $700,000, divided by (B) the Fair Market Value (as defined in the Incentive Plan) as of the Effective Date. Such shares of Restricted Stock shall be subject to time-based vesting in equal annual installments over a 4-year period (commencing on the Effective Date), subject to the continued employment of Executive by the Company through each such date and subject to such other terms contained in an Award Document (as defined in the Incentive Plan).

(ii)

For fiscal year 2026 and thereafter, during the Employment Period, Executive shall be eligible to participate in the Incentive Plan, subject to the terms of such plan, as determined by the Governing Authority.

(e)

Employee Benefits. During the Employment Period, Executive also shall be entitled to such health, welfare and vacation benefits which are consistent with the Company’s plans or policies then in effect, as determined from time to time by the Company or the Governing Authority in accordance with the terms of such plans and policies. The Company provides no guarantee related to the adoption or continuation of any particular benefit plan or program and Executive’s participation in such benefit plan or program shall be subject to the provisions, rules and regulations applicable to each benefit plan or program. During the Employment Period, Executive will be entitled to paid vacation on a basis that is at least as favorable as that provided to other similarly situated executives of the Company. Any such vacation leave shall be taken in accordance with the terms of the Company’s PTO policy, as in effect from time to time, at such times so as not to disrupt in any material respect the normal business operations of the Company.

(f)

Business Expenses. Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by Executive in connection with the performance of Executive’s duties hereunder. Such reimbursement shall be subject to the Company’s normal policies and procedures for expense pre-approval and verification, documentation and reimbursement.

Termination; Effects of Termination.

(a)

Executive’s employment hereunder shall be terminated upon:

(i)

Executive’s receipt of written notice from the Company of the termination of his employment, effective as of the date indicated in such notice (which date shall be no fewer than fifteen (15) days from the Company’s delivery of such notice);

(ii)

Executive’s receipt of written notice from the Company that Executive’s employment with the Company shall be terminated for Cause, effective as of the date indicated in such notice;

(iii)

The Company’s receipt of written notice from Executive of Executive’s resignation or other voluntary termination of his employment, effective as of the date indicated in such notice (except as otherwise set forth in Section 4(d));

(iv)

Executive’s receipt of written notice from the Company of the termination of his employment on account of Executive’s Incapacity, effective as of the date indicated in such notice (which date shall be no fewer than thirty (30) days from the Company’s delivery of such notice and provided that such Incapacity continues as of the date set forth in such notice); or

(v)

Automatically upon Executive’s death.

(b)

For purposes of this Agreement, “Cause” means an omission, act or action or series of omissions, acts or actions of Executive that constitutes, causes or results in (i) Executive’s conviction of, or plea of guilty or nolo contendere (or any similar plea or admission) to, a felony or a crime involving theft, embezzlement, deceit or moral turpitude; (ii) the abandonment or intentional neglect by Executive of his duties of employment hereunder (other than by reason of Incapacity ); (iii) the misappropriation (or attempted misappropriation) by Executive of any funds or other property of the Company; (iv) a breach by Executive of any of the material terms and conditions of this Agreement or any other written agreement between Executive and the Company containing non-competition, non-solicitation or similar obligations; (v) Executive’s possession or use of any drug illegally; (vi) Executive’s material violation of any of the Company’s written policies, if such violation affects in any material respect the general reputation or marketability of the Company; (vii) unlawful conduct or gross misconduct that is willful and deliberate on Executive’s part and that, in either event, in the reasonable judgment of the Governing Authority, materially injures the Company; or (viii) Executive’s willful failure to comply with reasonable directions, duties or responsibilities assigned to him by the Chief Executive Officer or the Governing Authority; provided, however, each of the foregoing matters described in clauses (ii), (iv), (vi) and (viii) hereof shall be deemed Cause only if not cured by Executive within thirty (30) days of his receipt of written notice thereof from the Company specifying in reasonable detail the alleged Cause.

For purposes of this provision, any act or failure to act based upon specific directions given to Executive pursuant to a resolution duly adopted by the Governing Authority or upon the advice of counsel for the Company cannot give rise to a termination for Cause.

(c)

For purposes of this Agreement, “Incapacity” means, as a result of a physical or mental injury, impairment or illness, the inability of Executive to perform the essential functions of Executive’s job with reasonable accommodation for a period of (i) one hundred twenty (120) consecutive days or (ii) one hundred eighty (180) days in any twelve (12) month period. Any question as to the existence of an Incapacity to which Executive and the Company cannot agree will be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each will appoint a physician and those two physicians will select a third who shall make such determination in writing. This written determination of Incapacity will be final and conclusive for all purposes under this Agreement.

(d)

Executive’s employment may be terminated by Executive at any time and for any reason; provided, however, that in the event of termination by Executive without Good Reason, Executive shall give the Company at least thirty (30) days’ prior written notice of such termination. For purposes of this Agreement, “Good Reason” means, prior to such time that Executive has committed acts or omissions giving rise to the Company’s right to terminate Executive’s employment for Cause and, if required, notice is given to Executive pursuant to Paragraph 4(a)(ii) and the Company does not terminate Executive’s employment for Cause within thirty (30) days after Executive’s receipt of such notice, the occurrence of any of the following conditions during the Term without Executive’s consent:

(i)

Any breach by the Company of any of the material terms and conditions of this Agreement;

(ii)

A relocation of Executive’s principal place of employment to a location that would increase Executive’s commute by more than fifty (50) miles to Executive’s current principal place of employment (it being understood that travel reasonably required on business of the Company shall not be considered a relocation);

(iii)

any material diminution in the nature or scope of the responsibilities or duties of Executive as contemplated by this Agreement; or

(iv)

the assignment to Executive of duties that are materially inconsistent with Executive’s authority, duties or responsibilities.

provided, that (A) “Good Reason” shall cease to exist for an event on the ninetieth (90th) day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date; (B) the Company shall have thirty (30) days after receipt of such written notice to cure such breach or event; and (C) Executive must terminate his employment no later than sixty (60) days after the expiration of the period for curing such breach or event without the Company having cured the same.

(e)

Payments upon Termination.

(i)

In the event Executive voluntarily terminates Executive’s employment hereunder for any reason other than Good Reason or Executive’s employment hereunder is terminated by the Company for Cause, the Company shall pay and provide to Executive the Accrued Rights due to Executive, if any. In the event Executive’s employment hereunder is terminated by reason of Executive’s death or by the Company because of Executive’s Incapacity, the Company shall pay and provide to Executive or to Executive’s representatives or estate (A) the Accrued Rights due Executive, if any, plus (B) the Annual Bonus that would be due and payable to Executive had he remained employed by the Company until the end of the Annual Bonus Period during which Executive’s death occurred or during which Executive’s employment was terminated by the Company on account of Executive’s Incapacity, payable when such bonuses are paid to other management employees. “Accrued Rights” shall mean a lump-sum amount equal to the sum of (1) Executive’s earned but unpaid Base Salary through the date of termination, (2) any Annual Bonuses earned for prior Annual Bonus Periods that remain unpaid as of the date of termination, (3) any unreimbursed business expenses or other amounts due to Executive from the Company as of the date of termination and (4) such vested and accrued employee benefits (including equity compensation), if any, to which Executive may be entitled under the Company’s employee benefit plans as of the date of termination; provided, that in no event shall Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein; and, provided further, all such amounts shall be paid as otherwise described in this Agreement.

(ii)

In the event Executive voluntarily terminates Executive’s employment hereunder for Good Reason or Executive’s employment is terminated by the Company without Cause, the Company shall pay and provide Executive (A) the Accrued Rights due to Executive, if any and (B) during the Severance Period, and subject to Executive’s execution and non-revocation of a release of claims with respect to Executive’s employment and termination in favor of the Company, its affiliates and their respective officers, directors and managers in a form provided by the Company (the “Release”) and such Release becoming effective and irrevocable within sixty (60) days following the date of such termination (such sixty (60)-day period, the “Release Execution Period”), an amount equal to the sum of Executive’s then current Base Salary and Target Annual Bonus for each fiscal year during the Severance Period, payable in regular installments at monthly or more frequent intervals, in accordance with the normal payroll practices of the Company; provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, payments pursuant to clause (B) hereof shall not begin until the beginning of the second taxable year, and provided further that the first installment payment under clause (B) then shall include all amounts that would otherwise have been paid to Executive during the period beginning on the termination date and ending on the first payment date if no such delay had been imposed. The “Severance Period” shall be eighteen (18) months; provided, however, that the “Severance Period” shall be thirty (30) months in the event of a termination on or within twenty-four (24) months following a Change of Control or prior to and in anticipation of a Change of Control.

For purposes of this Agreement, “Change of Control” shall have the meaning ascribed to such term in the Incentive Plan, as may be in effect from time to time. For purposes of this Agreement, termination of Executive’s employment shall be considered to be in anticipation of a Change of Control if termination occurs during the period in which Parent is engaged in substantive discussions with unrelated third parties about a transaction that, if consummated, would constitute a Change of Control.

In addition to the foregoing, in the event Executive voluntarily terminates Executive’s employment hereunder for Good Reason or Executive’s employment is terminated by the Company without Cause, (1) Executive shall be vested with respect to that number of Executive’s outstanding unvested options, restricted stock and other equity-based awards that would have vested based solely on the continued employment of Executive through the Severance Period, effective as of the date the Release becomes effective and irrevocable, (2) Executive’s outstanding unvested options, restricted stock and other equity-based awards that were eligible to vest based on the achievement of certain specified performance objectives and the continued employment of Executive shall remain outstanding and eligible to vest in accordance with the terms of such options, restricted stock and other equity-based awards (notwithstanding the termination of Executive’s employment) through the Severance Period, effective as of the date the Release becomes effective and irrevocable, and (3) all of Executive’s outstanding stock options shall remain outstanding until the earlier of (I) the expiration of the Severance Period or (II) the original expiration date of the options (disregarding any earlier expiration date provided for in any other agreement, including without limitation any related grant agreement, based solely on the termination of Executive’s employment).

Business Protection Covenants.

(a)

For purposes of this Section 5, the following definitions shall apply:

(i)

“Business of Company” means the business of providing electronic payment processing services to businesses in any or all of the following industries (collectively, the “Target Verticals”): personal lending, automotive lending, receivables management, healthcare, mortgage, business-to-business and such other industries that are publicly-identified by the Company as included among its primary “verticals” or “vertical markets” during the Employment Period.

(ii)

“Competing Business” means any person, business or subdivision of a business which substantially engages in the Business of Company, or which is actively planning to engage in the Business of Company, excluding subdivisions of a business, if any, which are unrelated to the Business of Company and excluding any business that provides electronic payment processing services so long as the revenues or gross profits derived by such business from customers in the Target Verticals do not exceed twenty percent (20%) of the total revenue or total gross profits, respectively, of such business during any twelve (12)-month period during Executive’s employment with the Company and the twenty-four (24) months after such employment ends.

(iii)

“Confidential Information” means all valuable data and/or proprietary information (in oral, written, electronic or other form) belonging to or pertaining to the Company, its customers or vendors which is not generally known or publicly available and which would be useful to competitors of the Company or otherwise damaging to the Company if disclosed. Confidential Information includes (but is not limited to) methods of operation, sales records, profit and performance reports, pricing manuals, sales manuals, training manuals, selling and pricing procedures and financing methods, customer data (including customer lists, names of customers and their representatives, merchant names, merchant lists, names of referral partners, lists of referral partners, names of vendors, lists of vendors, data provided by or about prospective, existing or past customers, merchants, referral partners or vendors, customer service materials and the type, quantity and specifications of products purchased, leased or licensed by customers), any strategic or other marketing or sales plans, financial information and projections, personnel data, proprietary software, inventions, business plans, business strategies and similar information and secret designs, processes, formulae, devices or material (whether or not patented or patentable or subject to any other statutory protection) directly or indirectly useful in any aspect of the business of the Company. However, Confidential Information does not include data or information (A) which has been disclosed to the public (except where such public disclosure has been made by Executive in violation of the terms hereof), (B) which has been independently developed and disclosed by others, or (C) which has otherwise entered the public domain through lawful means.

(iv)

“Material Communications” means contact in person, by telephone or by paper or electronic correspondence in furtherance of the business interests of the Company during the last twenty-four (24) months of Executive’s employment with the Company.

(v)

“Material Contact” means contact, within twenty-four (24) months prior to Executive’s termination or resignation, between Executive and a customer or potential customer of the Company (A) with whom Executive dealt on behalf of the Company, (B) whose dealings with the Company were coordinated or supervised by Executive, (C) about whom Executive obtained confidential information as a result of Executive’s association with the Company, or (D) who received services or products authorized by the Company, the sale or provision of which resulted in compensation, commissions or earnings for Executive within the last twenty-four (24) months of Executive’s employment with the Company.

(vi)

“Restricted Territory” means the United States and Canada.

(vii)

“Trade Secret” means a trade secret of the Company as defined by applicable law and may include any confidential formula, pattern, process, device or compilation of information which an entity uses in its business and which gives that entity an opportunity to obtain an advantage over its competitors.

Unless the context otherwise requires, the term “Company” shall mean the Company and its affiliated companies, successors and predecessors for purposes of this Section 5.

(b)

Nondisclosure. Executive agrees that during the Employment Period and following cessation of employment with the Company for any reason, Executive shall not, directly or indirectly, divulge or make use of any Confidential Information or Trade Secrets. In the event that Executive becomes aware of unauthorized disclosures of any Confidential Information or Trade Secrets at any time, whether intentionally or by accident, Executive shall promptly notify the Company. This Agreement does not limit the remedies available to the Company under common or statutory law as to trade secrets or other types of confidential information, which may impose additional duties of non-use or non-disclosure.

An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.

(c)

Inventions, Patents and Copyrights. Executive hereby assigns and grants to the Company sole and exclusive ownership of (and will upon request take any actions needed to formally assign and grant to the Company and/or to obtain patents, trademark registrations or copyrights belonging to the Company with regard to) any and all inventions, information, reports, computer software or programs, writings, technical information or work product collected or developed by Executive, alone or with others, during the term of Executive’s employment and relating to the Company. This obligation applies whether or not the foregoing inventions or information are made or prepared in the course of Executive’s employment with the Company, so long as such inventions or information relate to the Business of Company and have been developed in whole or in part during the term of Executive’s employment with the Company. Executive agrees to advise the Company in writing of each invention that Executive, alone or with others, makes or conceives during the term of Executive’s employment and which relates to the Business of Company. Notwithstanding any provision of this Agreement to the contrary, Executive shall not be required to assign, nor shall Executive be deemed to have assigned, any of Executive’s rights in any invention that Executive develops entirely on his own time without using the Company’s equipment, supplies, facilities or Trade Secrets, except for inventions that either (i) relate, at the time conceived or reduced to practice, to the Business of Company or to actual or demonstrably anticipated research or development of the Company or (ii) result from any work performed by Executive for the Company or on behalf of the Company. Inventions Executive developed before Executive came to work for the Company, if any, are described in the attached Exhibit A, and are excluded from this Section 5(c). The failure of the parties to attach any Exhibit A to this Agreement shall be deemed an admission by Executive that Executive does not have any pre-existing inventions.

(d)

Competitive Activities.

Executive agrees that during Executive’s employment with the Company and for a period of twenty-four (24) months after such employment ends and within the Restricted Territory, Executive will not, directly or indirectly, whether on Executive’s own behalf or on behalf of any other person or entity, own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, hold any interest in, assist, aid, act as a consultant to or otherwise advise in any way, or perform any services for, a Competing Business (alone or in association with any person or entity that performs services for a Competing Business) where those services are the same as or similar to those types of services conducted, authorized, supervised, offered or provided by Executive to the Company at any time during the last twenty-four (24) months of Executive’s employment with the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock or any class of securities of any entity listed on a national securities exchange which is engaged in a Competing Business, so long as Executive has no active participation in the Competing Business and does not serve on the board of directors or similar body of such entity.

(e)

Conflicting Activities. If, during his employment with the Company, Executive is engaged in or associated with the planning or implementing of any project, program or venture involving the Company and a third party or parties, all rights in such project, program or venture shall belong to the Company. Except as approved in writing by the Company, Executive shall not be entitled to any interest in any such project, program or venture or to any commission, finder’s fee or other compensation in connection therewith, other than the compensation to be paid to Executive by the Company as provided in this Agreement. During Executive’s employment, Executive shall have no interest, direct or indirect, in any customer or supplier that conducts business with the Company, unless such interest has been disclosed in writing to and approved by the Company before such customer or supplier seeks to do business with the Company.

(f)

Non-Solicitation of Customers. Executive agrees that during Executive’s employment with the Company and for a period of twenty-four (24) months after such employment ends, Executive will not, directly or indirectly, whether on Executive’s own behalf or on behalf of any other person or entity, solicit or attempt to solicit any current or prospective customer of the Company with whom Executive had Material Contact for the purpose of selling any products or services of a Competing Business.

(g)

Non-Solicitation of Vendors and Software Integration Partners. Executive agrees that during Employee’s employment with the Company and for a period of twenty-four (24) months after such employment ends, Executive will not, directly or indirectly, whether on Executive’s own behalf or on behalf of any other person or entity, (i) solicit any vendor, sponsoring financial institution, referral source, software integration partner or other similar business relation of the Company with whom Executive had Material Communications for the purpose of procuring products or services to support a Competing Business or (ii) induce any vendor, sponsoring financial institution, referral source, software integration partner or other similar business relation with whom Executive had Material Communications to cease doing business with the Company or lessen its business with the Company.

(h)

Non-Solicitation of Employees and Contractors. Executive agrees that during Executive’s employment with the Company and for a period of twenty-four (24) months after such employment ends, Executive will not, directly or indirectly, whether on Executive’s own behalf or on behalf of any other person or entity, (i) solicit, recruit, or attempt to solicit or recruit any then-current employee or independent contractor of the Company or any individual who was an employee or independent contractor of the Company within the six (6) month period prior to the solicitation or recruitment, in each case with whom Executive had Material Communications, to work for or provide services to any Competing Business, or (ii) induce or attempt to induce any then-current employee or independent contractor with whom Executive had Material Communications to terminate his or her affiliation with the Company or to violate the terms of any agreement or understanding between that individual and the Company.

(i)

Return of Company Property. Upon the termination of Executive’s employment with the Company or upon the Company’s earlier request, Executive will promptly deliver to the Company any and all of the Company’s records and any and all of the Company’s property in his possession or control, including manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts, computer disks, computer tapes, source codes, data, tables or calculations and all copies thereof, documents that in whole or in part contain any trade secrets or confidential information of the Company and all copies thereof, and keys, access cards, access codes, passwords, credit cards, personal computers, tablets, telephones and other electronic equipment belonging to the Company. Moreover, if Confidential Information has been communicated to or placed on any electronic device owned by Executive, then Executive shall submit the device to the Company so that the Confidential Information can be erased or deleted. If requested by the Company in writing in advance of such time, within fourteen (14) days after the termination of Executive’s employment, Executive will certify in writing that Executive has complied with this Section 5(i).

(j)

Specific Performance. Executive acknowledges and agrees that any breach by Executive of any of the covenants contained in Sections 5(b), 5(d), 5(e), 5(f), 5(g) or 5(h) will cause irreparable damage to the Company, and that the remedies at law for any such breach will be inadequate. Accordingly, Executive agrees that in addition to any other remedies that may be available at law, in equity or under this Agreement, the Company shall be entitled to seek specific performance and injunctive relief, without posting bond or other security, to enforce or prevent any violation by Executive of the covenants in Sections 5(b), 5(d), 5(e), 5(f), 5(g) or 5(h).

(k)

Survival and Limitations. The provisions of this Section 5 shall survive the expiration or termination of Executive’s employment hereunder for any reason.

Notwithstanding any other provision of this Agreement, the parties hereto acknowledge and agree that nothing in this Agreement shall prohibit Executive from reporting possible violations of Federal, State or other law or regulation to, or filing a charge or other complaint with, any governmental agency or entity, including but not limited to the Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, Congress, and any Inspector General, or making any other disclosures that are protected under any whistleblower provisions of Federal, State or other law or regulation or assisting in any investigation or proceeding. The parties hereto further acknowledge that nothing herein limits Executive’s ability to communicate with any such governmental agency or entity or otherwise participate in any such investigation or proceeding that may be conducted by any such governmental agency or entity, including providing documents or other information, without notice to the Company. Executive does not need the prior authorization of the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive made any such reports or disclosures or is assisting in any such investigation.

Additionally, Executive (a) does not waive any rights to any individual monetary recovery or other awards in connection with reporting any such information to any such governmental agency or entity, (b) does not breach any confidentiality or other provision hereunder in connection with any such reporting or disclosures, and (c) will not be prohibited from receiving any amounts hereunder as a result of making any such reports or disclosures or assisting with any such investigation or proceeding.

Section 280G. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment were limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax. In such event, cash payments shall be modified or reduced first (against the amounts payable latest in time) and then any other benefits pro rata. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) above shall be made by an independent accounting firm selected by the Company and reasonably acceptable to Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments Executive would have been entitled to, but did not, receive could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive.

Section 409A. The intent of the parties is that payments and benefits under this Agreement either comply with or are exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Executive is hereby advised to seek independent advice from his tax advisor(s) with respect to any payments or benefits under this Agreement. Notwithstanding the foregoing, the Company does not guarantee the tax treatment of any payments or benefits provided under this Agreement under Section 409A of the Code or under any other federal, state, local or foreign tax laws and regulations. For purposes of this Agreement, termination of employment will be construed consistent with the meaning of “separation from service” under Section 409A of the Code. All payments under this Agreement shall be treated as a series of separate payments to the maximum extent permitted under Section 409A of the Code. If Executive is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) and either Parent’s or the Company’s stock is publicly traded on an established securities market or otherwise, then payment of any amount or provision of any benefit under this Agreement which is considered nonqualified deferred compensation subject to Section 409A of the Code and payable upon a separation from service shall be deferred for six (6) months after termination of Executive’s employment or, if earlier, Executive’s death, as and to the extent required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”).

In the event such payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. Additionally, (a) any reimbursement of eligible expenses or other in-kind benefits payable to Executive under this Agreement shall be paid within the time period required by Section 409A of the Code; (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (d) each payment shall be treated as a separate payment.

Representations and Warranties. Executive represents and warrants to the Company that Executive is under no contractual or other restriction or obligation which would prevent the performance of Executive’s duties hereunder or interfere with the rights of the Company hereunder.

Clawback. Executive agrees and understands that Executive will be subject to and bound by all clawback, recoupment or similar policies of Parent or its subsidiaries in effect from time to time, including, without limitation, the Repay Holdings Corporation Clawback Policy.

10.

Successors; Binding Agreement. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to substantially all of the business and/or assets of the Company which executes and delivers an agreement to assume and be bound by the terms hereof or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

11.

Assignment. Executive may not assign this Agreement or any part hereof without the prior written consent of the Company, which consent may be withheld for any reason. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, assigns and legal representatives.

12.

Notice. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery when delivered by hand, (b) on the date of transmission when sent by facsimile or electronic transmission during normal business hours with electronic confirmation of receipt, (c) one day after dispatch when sent by reputable overnight courier maintaining records of receipt, or (d) three days after dispatch when sent by registered or certified mail, postage prepaid, return receipt requested, all addressed as follows:

If to the Company:

3060 Peachtree Road, Suite 1100

Atlanta, Georgia 30305

Attention: John A. Morris, CEO

E-mail: jmorris@repay.com

If to Executive:

[***]

Email: [***]

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

13.

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and by the Chief Executive Officer of the Company or Chairperson of the Governing Authority. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or at any prior or subsequent time. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense. Headings contained in this Agreement are inserted for reference and convenience only and in no way define, limit, extend or describe the scope of this Agreement or the meaning or construction of any of the provisions hereof.

14.

Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Georgia without regard to the conflict of law provisions thereof.

15.

Severability. Should any court of competent jurisdiction decide, hold, adjudge or decree that any provision, clause or term of this Agreement is invalid, void or unenforceable, such determination shall not affect any other provision of this Agreement, and all other provisions of this Agreement shall remain in full force and effect as if such invalid, void or unenforceable provision, clause or term had not been included herein. Such determination shall not be deemed to affect the validity or enforceability of this entire Agreement in any other situation or circumstance and, so far as is reasonably possible, effect shall be given to the intent of the parties hereto manifested by the portion held invalid, void or unenforceable to the maximum extent permitted by law.

16.

Counterparts. This Agreement may be signed in one or more counterparts (including by facsimile), each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. The exchange of copies of this Agreement and of signature pages by facsimile transmission or electronic mail shall constitute effective signing and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.

Signatures of the parties transmitted by facsimile or electronic mail shall be deemed to be original signatures for all purposes.

17.

Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and related transactions contemplated hereby, and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein.

18.

Mitigation. Executive shall not be required to mitigate the amount of any payment the Company becomes obligated to make to Executive in connection with this Agreement by seeking other employment or otherwise. The amount of any payment provided for in Section 4(e) above shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by Executive as a result of employment by another employer after the termination of Executive’s employment, or otherwise.

19.

Remedies and Forum. The parties agree that they will not file any action arising out of this Agreement other than in the United States District Court for the Northern District of Georgia or the State or Superior Courts of Fulton County, Georgia. Notwithstanding the pendency of any proceeding, either party shall be entitled to injunctive relief in a state or federal court located in Fulton County, Georgia upon a showing of irreparable injury. The parties consent to personal jurisdiction and venue solely within these forums and solely in Fulton County, Georgia and waive all otherwise possible objections thereto. The prevailing party shall be entitled to recover its costs and attorney’s fees from the non-prevailing party(ies) in any such proceeding no later than ninety (90) days following the final resolution of any such proceeding. The existence of any claim or cause of action by Executive against the Company or the Company’s affiliates or subsidiaries, including any dispute relating to the termination of this Agreement, shall not constitute a defense to enforcement of said covenants by injunction. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

[Signature page follows]

IN WITNESS WHEREOF, the parties have signed this Agreement on the date and year first above written.

THE COMPANY:

REPAY MANAGEMENT SERVICES LLC

By: /s/ John A. Morris
John A. Morris
Chief Executive Officer

EXECUTIVE:

/s/ Robert S. Houser Robert S.

[Signature Page to Employment Agreement]

EX-99.1 3 rpay-ex99_1.htm EX-99.1 EX-99.1

REPAY Reports Second Quarter 2025 Financial Results

Sequential Improvement in Growth and Strong Free Cash Flow Conversion in Q2

Reiterates 2025 Outlook for Accelerating Growth in Q4

Repurchased 4.8 million shares for $22.6 million during Q2

Houser ATLANTA, August 11, 2025 -- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of vertically-integrated payment solutions, today reported financial results for its second quarter ended June 30, 2025.

Second Quarter 2025 Financial Highlights


($ in millions)	Q2 2024			Q3 2024			Q4 2024			Q1 2025			Q2 2025
Revenue	$	74.9		$	79.1		$	78.3		$	77.3		$	75.6
Gross profit (1)		58.6			61.6			59.7			58.7			57.2
Net (loss) income (2)		(4.2	)		3.2			(4.0	)		(8.2	)		(108.0	)
Adjusted EBITDA (3)		33.7			35.1			36.5			33.2			31.8
Net cash provided by operating activities		31.0			60.1			34.3			2.5			33.1
Free Cash Flow (3)		19.3			48.8			23.5			(8.0	)		22.6
Free Cash Flow Conversion (3)		57	%		139	%		64	%		(24	%)		71	%

(1)

Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).

(2)

During the second quarter of 2025, Net loss was impacted by a $103.8 million goodwill impairment loss primarily related to the Consumer Payments segment. Further information about this non-cash impairment loss can be found in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

(3)

Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion are non-GAAP financial measures. See “Non-GAAP Financial Measures” and the reconciliation of Adjusted EBITDA, Free Cash Flow and Free Cash Flow Conversion to their most comparable GAAP measure provided below for additional information.

“During the second quarter, REPAY executed on our path to reaccelerating growth during 2025, while making great progress to improve on our go-to-market, implementation pipelines, and operational excellence,” said John Morris, Chief Executive Officer of REPAY. “We began to deploy incremental strategic investments into our growth opportunities, while sequentially improving Free Cash Flow Conversion to over 71%. REPAY used the second quarter as a prime opportunity to buy back approximately 5% of REPAY’s outstanding shares and we have used a total of $38 million in 2025 to repurchase shares through August 11th. Looking forward, REPAY is building momentum from our strategic initiatives to accelerate growth exiting the year.”

Second Quarter 2025 Business Highlights

The Company's achievements in the quarter, including those highlighted below, reinforce management's belief in the ability of the Company to drive durable and long-term growth across REPAY's diversified business model.

•

Reported and normalized gross profit growth1 declines of 2% and 1% year-over-year due to impacts from previously announced client losses, which include certain losses due to consolidation

1 Normalized gross profit growth is a non-GAAP financial measure that accounts for cyclical political media spending contributions. See “Non-GAAP Financial Measures” and the reconciliation to their most comparable GAAP measure provided below for additional information.

•

Consumer Payments gross profit was approximately flat, which was impacted by the previously announced client losses

•

Business Payments normalized gross profit growth1 of approximately 1% year-over-year, which includes a headwind related to the previously communicated client loss during 2024

•

Net loss included a non-cash goodwill impairment loss of $103.8 million primarily in the Consumer Payments segment. The write-down was a result of a decline in the share price during the second quarter, and changes in the discount rate and comparable market multiples used in determining goodwill impairment.

•

Added three new integrated software partners to bring the total to 286 software relationships as of the end of the second quarter

•

Accelerated AP supplier network to over 440,000, an increase of approximately 47% year-over-year

•

Instant funding volumes increased by approximately 38% year-over-year

•

Added 10 new credit unions bringing total credit union clients to 353

2025 Outlook

REPAY reiterates its previously provided outlook for fiscal year 2025, as shown below:

•

Sequential quarterly acceleration of normalized gross profit growth1, including a fourth quarter year-over-year growth rate of high-single digits to low double-digits;

•

Free Cash Flow Conversion expected to accelerate above 60% by the fourth quarter of 2025

REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures, such as forecasted normalized gross profit growth and Free Cash Flow Conversion, to the most directly comparable GAAP financial measure, because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have a significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading.

Segments

The Company reports its financial results based on two reportable segments.

Consumer Payments – The Consumer Payments segment provides payment processing solutions (including debit and credit card processing, Automated Clearing House (“ACH”) processing and other electronic payment acceptance solutions, as well as REPAY’s loan disbursement product) that enable REPAY’s clients to collect payments from and disburse funds to consumers and includes its clearing and settlement solutions (“RCS”). RCS is REPAY’s proprietary clearing and settlement platform through which it markets customizable payment processing programs to other ISOs and payment facilitators. The strategic vertical markets served by the Consumer Payments segment primarily include personal loans, automotive loans, receivables management, credit unions, mortgage servicing, consumer healthcare and diversified retail.

Business Payments – The Business Payments segment provides payment processing solutions (including accounts payable automation, debit and credit card processing, virtual credit card processing, ACH processing and other electronic payment acceptance solutions) that enable REPAY’s clients to collect payments from or send payments to other businesses.

The strategic vertical markets served within the Business Payments segment primarily include retail automotive, education, field services, governments and municipalities, healthcare, media, homeowner association management and hospitality.

Segment Revenue, Gross Profit, and Gross Profit Margin


	Three Months Ended June 30,							Six Months Ended June 30,
($ in thousands)	2025			2024			% Change	2025			2024			% Change
Revenue
Consumer Payments	$	70,474		$	69,292		2%	$	142,417		$	145,428		(2%)
Business Payments		10,945			10,592		3%		21,933			20,269		8%
Elimination of intersegment revenues		(5,793	)		(4,978	)			(11,399	)		(10,071	)
Total revenue	$	75,626		$	74,906		1%	$	152,951		$	155,626		(2%)
Gross profit (1)
Consumer Payments	$	55,429		$	55,546		(0%)	$	112,139		$	115,136		(3%)
Business Payments		7,586			8,017		(5%)		15,143			15,065		1%
Elimination of intersegment revenues		(5,793	)		(4,978	)			(11,399	)		(10,071	)
Total gross profit	$	57,222		$	58,585		(2%)	$	115,883		$	120,130		(4%)

Total gross profit margin (2)	76%			78%				76%			77%

(1)

Gross profit represents revenue less costs of services (exclusive of depreciation and amortization).

(2)

Gross profit margin represents total gross profit / total revenue.

Conference Call

REPAY will host a conference call to discuss second quarter financial results today, August 11, 2025 at 5:00 pm ET. Hosting the call will be John Morris, CEO, and Thomas Sullivan, interim CFO. The call will be webcast live from REPAY’s investor relations website at https://investors.repay.com/investor-relations. The conference call can also be accessed live over the phone by dialing (877) 407-3982, or for international callers (201) 493-6780. A replay will be available one hour after the call and can be accessed by dialing (844) 512-2921 or (412) 317-6671 for international callers; the conference ID is 13754298. The replay will be available at https://investors.repay.com/investor-relations.

Non-GAAP Financial Measures

This report includes certain non-GAAP financial measures that management uses to evaluate the Company’s operating business, measure performance, and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash charges and/or non-recurring charges, such as non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs, gain on extinguishment of debt and other non-recurring charges. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, such as non-cash impairment loss, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and other strategic initiative costs, other non-recurring charges, non-cash interest expense and net of tax effect associated with these adjustments.

Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Adjusted Net Income per share is a non-GAAP financial measure that represents Adjusted Net Income divided by the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of the outstanding units exchangeable for shares of Class A common stock) for the three and six months ended June 30, 2025 and 2024 (excluding shares subject to forfeiture). Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. Normalized gross profit growth represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending associated with the 2024 election cycle in our media payments business. REPAY believes that Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income per share, Free Cash Flow, Free Cash Flow Conversion and Normalized gross profit growth provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, net cash provided by operating activities, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled as the same or similar measures, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider REPAY’s non-GAAP financial measures alongside other financial performance measures, including net income, net cash provided by operating activities and REPAY’s other financial results presented in accordance with GAAP.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, including 2025 outlook, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “guidance,” “will likely result,” “are expected to,” “will continue,” “should,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding the strategic review process, REPAY’s market and growth opportunities, REPAY’s business strategy and the plans and objectives of management for future operations and the allocation of capital. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control.

In addition to factors disclosed in REPAY’s reports filed with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2024 and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: risks or uncertainties relating to the outcome or timing of REPAY’s strategic review process, exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, evolving U.S. trade policies, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding REPAY’s industry and end markets are based on sources it believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

About REPAY

REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses.

Contacts

Investor Relations Contact for REPAY:

ir@repay.com

Media Relations Contact for REPAY:

Kristen Hoyman

(404) 637-1665

khoyman@repay.com

Consolidated Statement of Operations


	Three Months Ended June 30,						Six Months Ended June 30,
($ in thousands, except per share data)	2025			2024			2025			2024
Revenue	$	75,626		$	74,906		$	152,951		$	155,626
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)		18,404			16,321			37,068			35,496
Selling, general and administrative		32,864			35,235			69,851			72,256
Depreciation and amortization		25,481			26,771			50,775			53,799
Impairment loss		103,781			—			103,781			—
Total operating expenses		180,530			78,327			261,475			161,551
Loss from operations		(104,904	)		(3,421	)		(108,524	)		(5,925	)
Other income (expense)
Interest income		1,197			1,463			2,553			2,755
Interest expense		(3,087	)		(909	)		(6,194	)		(1,821	)
Change in fair value of tax receivable liability		(2,509	)		(3,366	)		(5,531	)		(6,279	)
Other income (loss), net		(26	)		21			(253	)		(5	)
Total other income (expense)		(4,425	)		(2,791	)		(9,425	)		(5,350	)
Loss before income tax expense		(109,329	)		(6,212	)		(117,949	)		(11,275	)
Income tax benefit (expense)		1,297			1,975			1,749			1,673
Net loss	$	(108,032	)	$	(4,237	)	$	(116,200	)	$	(9,602	)
Net loss attributable to non-controlling interest		(5,781	)		(166	)		(6,002	)		(319	)
Net loss attributable to the Company	$	(102,251	)	$	(4,071	)	$	(110,198	)	$	(9,283	)

Weighted-average shares of Class A common stock outstanding - basic and diluted		88,647,823			91,821,369			88,825,785			91,519,789

Loss per Class A share - basic and diluted	$	(1.15	)	$	(0.04	)	$	(1.24	)	$	(0.10	)

Consolidated Balance Sheets


($ in thousands)	June 30, 2025 (Unaudited)			December 31, 2024
Assets
Cash and cash equivalents	$	162,615		$	189,530
Current restricted cash		33,796			35,654
Accounts receivable, net		33,379			32,950
Prepaid expenses and other		16,282			17,114
Total current assets		246,072			275,248

Property and equipment, net		1,550			2,383
Noncurrent restricted cash		12,569			11,525
Intangible assets, net		359,827			389,034
Goodwill		613,012			716,793
Operating lease right-of-use assets, net		10,283			11,142
Deferred tax assets		165,144			163,283
Other assets		4,917			2,500
Total noncurrent assets		1,167,302			1,296,660
Total assets	$	1,413,374		$	1,571,908

Liabilities
Accounts payable	$	20,936		$	28,912
Accrued expenses		47,532			55,501
Current maturities of long-term debt		219,389			—
Current operating lease liabilities		1,485			1,230
Current tax receivable agreement ($0 and $2,413 held for related parties as of June 30, 2025 and December 31, 2024, respectively)		—			16,337
Other current liabilities		548			267
Total current liabilities		289,890			102,247

Long-term debt		279,009			496,778
Noncurrent operating lease liabilities		9,650			10,507
Tax receivable agreement, net of current portion ($25,854 and $25,134 held for related parties as of June 30, 2025 and December 31, 2024, respectively)		192,951			187,308
Other liabilities		2,470			1,899
Total noncurrent liabilities		484,080			696,492
Total liabilities	$	773,970		$	798,739

Commitments and contingencies

Stockholders' equity
Class A common stock, $0.0001 par value; 2,000,000,000 shares authorized; 94,866,507 issued and 84,629,308 outstanding as of June 30, 2025; 93,732,227 issued and 88,239,494 outstanding as of December 31, 2024		9			9
Class V common stock, $0.0001 par value; 1,000 shares authorized and 100 shares issued and outstanding as of June 30, 2025 and December 31, 2024		—			—
Treasury stock, 10,257,199 and 5,492,733 as of June 30, 2025 and December 31, 2024, respectively		(76,427	)		(53,782	)
Additional paid-in capital		1,154,141			1,148,871
Accumulated deficit		(444,024	)		(333,826	)
Total Repay stockholders' equity	$	633,699		$	761,272
Non-controlling interests		5,705			11,897
Total equity		639,404			773,169
Total liabilities and equity	$	1,413,374		$	1,571,908

Consolidated Statements of Cash Flows


	Six Months Ended June 30,
($ in thousands)	2025			2024
Cash flows from operating activities
Net loss	$	(116,200	)	$	(9,602	)

Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		50,775			53,799
Stock based compensation		8,393			12,028
Amortization of debt issuance costs		1,619			1,423
Other loss		268			—
Fair value change in tax receivable agreement liability		5,531			6,279
Impairment loss		103,781			—
Deferred tax expense		(1,749	)		(1,673	)
Change in accounts receivable		(429	)		(3,303	)
Change in prepaid expenses and other		832			(313	)
Change in operating lease ROU assets		859			2,368
Change in other assets		(2,417	)		—
Change in accounts payable		(7,976	)		2,325
Change in accrued expenses and other		(7,969	)		(6,378	)
Change in operating lease liabilities		(602	)		(2,599	)
Change in other liabilities		852			1,426
Net cash provided by operating activities		35,568			55,780

Cash flows from investing activities
Purchases of property and equipment		(77	)		(571	)
Capitalized software development costs		(20,925	)		(22,249	)
Net cash used in investing activities		(21,002	)		(22,820	)

Cash flows from financing activities
Payments for tax withholding related to shares vesting under Incentive Plan and ESPP		(3,313	)		(2,489	)
Treasury shares repurchased		(22,645	)		—
Payment of Tax Receivable Agreement		(16,337	)		(580	)
Net cash used in financing activities		(42,295	)		(3,069	)

Increase in cash, cash equivalents and restricted cash		(27,729	)		29,891
Cash, cash equivalents and restricted cash at beginning of period	$	236,709		$	144,145
Cash, cash equivalents and restricted cash at end of period	$	208,980		$	174,036

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	4,740		$	397
Income taxes (net of refunds received)	$	1,793		$	1,489

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA

For the Three Months Ended June 30, 2025 and 2024

(Unaudited)



	Three Months Ended June 30,
($ in thousands)	2025			2024
Revenue	$	75,626		$	74,906
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$	18,404		$	16,321
Selling, general and administrative		32,864			35,235
Depreciation and amortization		25,481			26,771
Impairment loss		103,781			—
Total operating expenses	$	180,530		$	78,327
Loss from operations	$	(104,904	)	$	(3,421	)
Other income (expense)
Interest income		1,197			1,463
Interest expense		(3,087	)		(909	)
Change in fair value of tax receivable liability		(2,509	)		(3,366	)
Other income (loss), net		(26	)		21
Total other income (expense)		(4,425	)		(2,791	)
Loss before income tax expense		(109,329	)		(6,212	)
Income tax benefit (expense)		1,297			1,975
Net loss	$	(108,032	)	$	(4,237	)

Add:
Interest income		(1,197	)		(1,463	)
Interest expense		3,087			909
Depreciation and amortization (a)		25,481			26,771
Income tax benefit		(1,297	)		(1,975	)
EBITDA	$	(81,958	)	$	20,005

Non-cash impairment loss (b)		103,781			—
Non-cash change in fair value of assets and liabilities (c)		2,509			3,366
Share-based compensation expense (d)		3,049			5,874
Transaction expenses (e)		394			414
Restructuring and other strategic initiative costs (f)		2,724			2,584
Other non-recurring charges (g)		1,312			1,485
Adjusted EBITDA	$	31,811		$	33,728

Quarterly Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA

(Unaudited)


	Three Months Ended
($ in thousands)		September 30, 2024			December 31, 2024			March 31, 2025
Net income (loss)		$	3,215		$	(3,958	)	$	(8,168	)

Add:
Interest income		$	(1,608	)	$	(1,629	)	$	(1,356	)
Interest expense			2,918			3,134			3,107
Depreciation and amortization (a)			25,529			24,382			25,294
Income tax (benefit) expense			1,524			(426	)		(452	)
EBITDA		$	31,578		$	21,503		$	18,425

Gain on extinguishment of debt (l)			(13,136	)		—			—
Non-cash change in fair value of assets and liabilities (c)			6,479			1,785			3,022
Share-based compensation expense (d)			6,477			5,921			6,045
Transaction expenses (e)			937			297			782
Restructuring and other strategic initiative costs (f)			2,202			5,524			3,511
Other non-recurring charges (g)			562			1,440			1,390
Adjusted EBITDA		$	35,099		$	36,470		$	33,175

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA

For the Six Months Ended June 30, 2025 and 2024

(Unaudited)


	Six Months Ended June 30,
($ in thousands)	2025			2024
Revenue	$	152,951		$	155,626
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$	37,068		$	35,496
Selling, general and administrative		69,851			72,256
Depreciation and amortization		50,775			53,799
Impairment loss		103,781			—
Total operating expenses	$	261,475		$	161,551
Loss from operations	$	(108,524	)	$	(5,925	)
Other income (expense)
Interest income		2,553			2,755
Interest expense		(6,194	)		(1,821	)
Change in fair value of tax receivable liability		(5,531	)		(6,279	)
Other income (loss), net		(253	)		(5	)
Total other income (expense)		(9,425	)		(5,350	)
Loss before income tax expense		(117,949	)		(11,275	)
Income tax benefit (expense)		1,749			1,673
Net loss	$	(116,200	)	$	(9,602	)

Add:
Interest income		(2,553	)		(2,755	)
Interest expense		6,194			1,821
Depreciation and amortization (a)		50,775			53,799
Income tax (benefit) expense		(1,749	)		(1,673	)
EBITDA	$	(63,533	)	$	41,590

Non-cash impairment loss (b)		103,781			—
Non-cash change in fair value of assets and liabilities (c)		5,531			6,279
Share-based compensation expense (d)		9,094			12,797
Transaction expenses (e)		1,176			1,091
Restructuring and other strategic initiative costs (f)		6,235			4,768
Other non-recurring charges (g)		2,702			2,716
Adjusted EBITDA	$	64,986		$	69,241

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income

For the Three Months Ended June 30, 2025 and 2024

(Unaudited)


	Three Months Ended June 30,
($ in thousands)	2025			2024
Revenue	$	75,626		$	74,906
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$	18,404		$	16,321
Selling, general and administrative		32,864			35,235
Depreciation and amortization		25,481			26,771
Impairment loss		103,781			—
Total operating expenses	$	180,530		$	78,327
Loss from operations	$	(104,904	)	$	(3,421	)
Interest income		1,197			1,463
Interest expense		(3,087	)		(909	)
Change in fair value of tax receivable liability		(2,509	)		(3,366	)
Other income (loss), net		(26	)		21
Total other income (expense)		(4,425	)		(2,791	)
Loss before income tax expense		(109,329	)		(6,212	)
Income tax benefit (expense)		1,297			1,975
Net loss	$	(108,032	)	$	(4,237	)

Add:
Amortization of acquisition-related intangibles (h)		19,506			19,702
Non-cash impairment loss (b)		103,781			—
Non-cash change in fair value of assets and liabilities (c)		2,509			3,366
Share-based compensation expense (d)		3,049			5,874
Transaction expenses (e)		394			414
Restructuring and other strategic initiative costs (f)		2,724			2,584
Other non-recurring charges (g)		1,312			1,485
Non-cash interest expense (i)		809			712
Pro forma taxes at effective rate (j)		(6,969	)		(8,138	)
Adjusted Net Income	$	19,083		$	21,762

Shares of Class A common stock outstanding (on an as-converted basis) (k)		93,937,366			97,665,464
Adjusted Net Income per share	$	0.20		$	0.22

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Net Income

For the Six Months Ended June 30, 2025 and 2024

(Unaudited)


	Six Months Ended June 30,
($ in thousands)	2025			2024
Revenue	$	152,951		$	155,626
Operating expenses
Costs of services (exclusive of depreciation and amortization shown separately below)	$	37,068		$	35,496
Selling, general and administrative		69,851			72,256
Depreciation and amortization		50,775			53,799
Impairment loss		103,781			—
Total operating expenses	$	261,475		$	161,551
Loss from operations	$	(108,524	)	$	(5,925	)
Other expenses
Interest income		2,553			2,755
Interest expense		(6,194	)		(1,821	)
Change in fair value of tax receivable liability		(5,531	)		(6,279	)
Other income (loss), net		(253	)		(5	)
Total other income (expense)		(9,425	)		(5,350	)
Loss before income tax expense		(117,949	)		(11,275	)
Income tax benefit (expense)		1,749			1,673
Net loss	$	(116,200	)	$	(9,602	)

Add:
Amortization of acquisition-related intangibles (h)		38,835			39,438
Non-cash impairment loss (b)		103,781			—
Non-cash change in fair value of assets and liabilities (c)		5,531			6,279
Share-based compensation expense (d)		9,094			12,797
Transaction expenses (e)		1,176			1,091
Restructuring and other strategic initiative costs (f)		6,235			4,768
Other non-recurring charges (g)		2,702			2,716
Non-cash interest expense (i)		1,619			1,424
Pro forma taxes at effective rate (j)		(13,411	)		(14,771	)
Adjusted Net Income	$	39,362		$	44,140

Shares of Class A common stock outstanding (on an as-converted basis) (k)		94,146,654			97,363,884
Adjusted Net Income per share	$	0.42		$	0.45

Reconciliation of Operating Cash Flow to Free Cash Flow

For the Three and Six Months and Ended June 30, 2025 and 2024

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
($ in thousands)	2025			2024			2025			2024
Net cash provided by operating activities	$	33,065		$	30,979		$	35,568		$	55,780
Capital expenditures
Cash paid for property and equipment		69			(484	)		(77	)		(571	)
Capitalized software development costs		(10,534	)		(11,207	)		(20,925	)		(22,249	)
Total capital expenditures		(10,465	)		(11,691	)		(21,002	)		(22,820	)
Free cash flow	$	22,600		$	19,288		$	14,566		$	32,960

Free cash flow conversion		71	%		57	%		22	%		48	%

Quarterly Reconciliation of Operating Cash Flow to Free Cash Flow

(Unaudited)


	Three Months Ended
($ in thousands)		September 30, 2024			December 31, 2024			March 31, 2025
Net cash provided by operating activities		$	60,058		$	34,252		$	2,503
Capital expenditures
Cash paid for property and equipment			(211	)		(207	)		(146	)
Capitalized software development costs			(11,029	)		(10,586	)		(10,391	)
Total capital expenditures			(11,240	)		(10,793	)		(10,537	)
Free cash flow		$	48,818		$	23,459		$	(8,034	)

Free cash flow conversion			139	%		64	%		(24	%)

Reconciliation of Gross Profit Growth to Normalized Gross Profit Growth by Segment

For the Year-over-Year Change Between the Three Months Ended June 30, 2025 and 2024

(Unaudited)


	Consumer Payments			Business Payments			Total
Gross profit growth		(0	%)		(5	%)		(2	%)
Less: Growth from contributions related to political media		—			(6	%)		(1	%)
Normalized gross profit growth (m)		(0	%)		1	%		(1	%)

(a)

See footnote (h) for details on amortization and depreciation expenses.

(a)

Reflects non-cash goodwill impairment loss primarily related to the Consumer Payments segment.

(b)

Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement.

(c)

Represents compensation expense associated with equity compensation plans.

(d)

Primarily consists of professional service fees incurred in connection with prior transactions.

(e)

Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course.

(f)

For the three months ended June 30, 2025, March 31, 2025, the three months ended December 31, 2024, the three months ended September 30, 2024 and the three months ended June 30, 2024, reflects franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel.

(g)

Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. See additional information below for an analysis of amortization expenses:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2025		2024		2025		2024
Acquisition-related intangibles	$	19,506	$	19,702	$	38,835	$	39,438
Software		5,815		6,856		11,297		13,569
Amortization	$	25,321	$	26,558	$	50,132	$	53,007
Depreciation		160		213		643		792
Total Depreciation and amortization (1)	$	25,481	$	26,771	$	50,775	$	53,799


	Three Months Ended
($ in thousands)	September 30, 2024		December 31, 2024		March 31, 2025
Acquisition-related intangibles	$	19,111	$	18,595	$	19,329
Software		6,008		5,249		5,482
Amortization	$	25,119	$	23,844	$	24,811
Depreciation		410		538		483
Total Depreciation and amortization (1)	$	25,529	$	24,382	$	25,294

(1)

Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles.

(i)

Represents amortization of non-cash deferred debt issuance costs.

(j)

Represents pro forma income tax adjustment effect associated with items adjusted above.

(k)

Represents the weighted average number of shares of Class A common stock outstanding (on an as-converted basis assuming conversion of outstanding Post-Merger Repay Units) for the three months ended March 31, 2025 and 2024. These numbers do not include any shares issuable upon conversion of the Company’s convertible senior notes. See the reconciliation of basic weighted average shares outstanding to the non-GAAP Class A common stock outstanding on an as-converted basis for each respective period below:


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Weighted average shares of Class A common stock outstanding - basic	88,647,823	91,821,369	88,825,785	91,519,789
Add: Non-controlling interests
Weighted average Post-Merger Repay Units exchangeable for Class A common stock	5,289,543	5,844,095	5,320,869	5,844,095
Shares of Class A common stock outstanding (on an as-converted basis)	93,937,366	97,665,464	94,146,654	97,363,884

(l)

Reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal.

(m)

Represents year-over-year gross profit growth that excludes incremental gross profit attributable to political media spending in Q2 2024 associated with the 2024 election cycle in our media payments business.

EX-99.2 4 rpay-ex99_2.htm EX-99.2

Q2 2025 Earnings Supplement August 2025 Exhibit 99.2

Disclaimer Repay Holdings Corporation (“REPAY” or the “Company”) is required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”) Such filings, which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. Forward-Looking Statements This presentation (the “Presentation”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, REPAY’s 2025 outlook and other financial guidance, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and REPAY’s business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control. In addition to factors previously disclosed in REPAY’s reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Form 10-Qs, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its capital allocation and growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Presentation. Forecasts and estimates regarding our industry and end markets are based on sources REPAY believes to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash and/or non-recurring charges, such as non-cash impairment loss, loss on business disposition, loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges. Adjusted EBITDA margin is a non-GAAP financial measure that represents Adjusted EBITDA divided by GAAP revenue. Adjusted Net Income is a non-GAAP financial measure that represents net income prior to amortization of acquisition-related intangibles, as adjusted to add back certain charges deemed to not be part of normal operating expenses, non-cash and/or non-recurring charges, such as non-cash impairment loss, loss on business disposition, loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, share-based compensation expense, transaction expenses, restructuring and strategic initiative costs and other non-recurring charges, non-cash interest expense, net of tax effect associated with these adjustments. Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although management excludes amortization from acquisition-related intangibles from REPAY’s non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Each of “organic revenue growth,” and “organic gross profit (GP) growth” is a non-GAAP financial measure that represents the percentage change in the applicable metric for a fiscal period over the comparable prior fiscal period, exclusive of any incremental amount attributable to acquisitions or divestitures made in the comparable prior fiscal period or any subsequent fiscal period through the applicable current fiscal period. Any financial measure (whether GAAP or non-GAAP) that is modified by “excl. political media” is a non-GAAP financial measure that measures a defined growth rate exclusive of the estimated contribution from political media clients in the prior corresponding period. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. REPAY believes that each of the non-GAAP financial measures referenced in this paragraph provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled with the same or similar description, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider each of the non-GAAP financial measures referenced in this paragraph alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP.

1 Financial Update

We are committed to executing towards profitable growth, with a continued focus on optimizing payment flows and enhancing operational efficiency We will continue to take advantage of the many secular trends towards frictionless digital payments that have been, and will continue to be, a tailwind driving our business

Financial Update – Q2 2025 ($MM) Revenue Gross Profit Adjusted EBITDA (2) Gross profit margin represents gross profit / revenue Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slide 21 for reconciliation. Adjusted EBITDA margin represents adjusted EBITDA / revenue Free Cash Flow and Free Cash Flow conversion are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slide 23 for reconciliation. Free Cash Flow conversion represents Free Cash Flow / Adjusted EBITDA 78% 76% % Margin (1) 45% 42% % Margin (2) (2%) y/y decline 1% y/y growth (6%) y/y decline Free Cash Flow (3) 57% 71% FCF conversion (3) 17% y/y growth

Q2 2025 Gross Profit Bridge ($MM) New GP Dollars Political media impact One-off client loss impact LSD growth when excluding impacts from political media and client losses (2%) y/y decline, as reported

Consumer Payments Results – Q2 2025 ($MM) Key Business Highlights ~3 points GP growth headwind from one-off client losses GP margins benefited from processing costs optimization and strategic initiatives Resilent trends across auto loans, personal loans, credit unions, and mortgage servicing, while seeing pockets of consumer softness Winning large enterprise clients who are adopting more payment channels and modalities Continued strong adoption of non-card volume-based products Executing on integration refreshes to further penetrate software partnerships, which leads to confidence in our sales pipeline Gross Profit Margin 80% 79% 2% y/y growth, as reported <1% decline y/y, as reported

Strong sales pipeline within healthcare, property management, and municipality verticals via direct sales and new / refreshed integrations Increased our AP Supplier Network ~47% y/y to 440,000+ suppliers Gross Profit increased when excluding political media, despite being partially offset by: ~10 points headwind from one-off client losses Softness in AR as we prioritize AP Payment mix with suppliers as we focus on TotalPay adoption GP margins impacted from one-off client loss Business Payments Results – Q2 2025 ($MM) Key Business Highlights Gross Profit Margin 76% 73% 9% y/y growth, excl. political media (1) 1% y/y growth, excl. political media (1) (3% y/y growth, as reported) ((5%) y/y decline, as reported) Business Payments revenue and gross profits growth excl. political media is a non-GAAP financial measure. This represents Business Payments revenue and gross profit growth minus the estimated contributions related to political media in Q2 2024, respectively. See slide 25 for reconciliation

Balance Sheet Flexibility and Net Leverage Total liquidity represents cash balance plus the undrawn revolver facility as of 3/31/2025 and 6/30/2025 Management estimated total liquidity for 2025E expected to be in excess of near-term debt maturity Adjusted EBITDA is a non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures.” LTM Adjusted EBITDA represents the sum of the Adjusted EBITDA for the four most recent fiscal quarters. See slide 9 for such amounts and additional reconciliation information contained in footnote 2 of Slide 10 Liquidity & Near-Term Debt Maturity Focused on Maintaining Significant Liquidity Business focused on high cash flow conversion and further improvements Continued investments in organic growth Executed on share repurchase program by buying 4.8 million shares for $22.6 million during Q2 2025 Preserve liquidity and profitability through: Hiring focused on revenue generating / supporting roles Limited discretionary expenses Negotiations with vendors On-going cash generation & continued improvements in FCF conversion (1) (In $ millions) (2) Net Leverage as of June 30, 2025 Total Debt $508 MM Cash Balance $163 MM Net Debt $345 MM LTM Adjusted EBITDA (3) $137 MM Net Leverage 2.5x Committed to Prudently Managing Leverage Total Outstanding Debt comprised of: $220 million 2026 Convertible Notes with 0% coupon Newly issued $288 million 2029 Convertible Notes with 2.875% coupon $250 million revolver facility provides flexibility for debt maturities and further acquisitions (upsized on July 10, 2024) Secured net leverage covenant is max of 2.5x (definitionally excludes convertible notes balance) (1)

FY 2025 Outlook GROSS PROFIT FREE CASH FLOW CONVERSION (1) Note: REPAY does not provide quantitative reconciliation of forward-looking, non-GAAP financial measures such as forecasted Normalized Gross Profit Growth and Free Cash Flow Conversion to the most directly comparable GAAP financial measure because it is difficult to reliably predict or estimate the relevant components without unreasonable effort due to future uncertainties that may potentially have significant impact on such calculations, and providing them may imply a degree of precision that would be confusing or potentially misleading Free Cash Flow Conversion represents Free Cash Flow / Adjusted EBITDA REPAY reiterates its previously provided financial outlook Sequential quarterly acceleration in normalized growth y/y Q4 normalized growth of HSD to LDD Accelerate above 60% by the end of 2025

History of Sustained Growth Across All Key Metrics… Gross Profit (1) Revenue (1) Free Cash Flow (2) Adjusted EBITDA(2) (In $ Millions) (In $ Millions) (In $ Millions) (In $ Millions) 12% CAGR Consumer Payments Business Payments Consolidated Consolidated totals include the elimination of intersegment revenues Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures. See slide 1 under “Non-GAAP Financial Measures” and slides 21 & 23 for reconciliations. For historical periods shown with respect to Adjusted EBITDA, see the reconciliations provided in the Company’s previous reported earnings releases and filings on Form 10-K or Form 10-Q with respect to such period ended. CAGR is from Q2 2021 to Q2 2025 14% CAGR 11% CAGR 36% CAGR (3)

…With Expanding Gross Profit Margins and Accelerating FCF Conversion FCF Conversion (1) Gross Profit Margin Free Cash Flow Conversion represents Free Cash Flow / Adjusted EBITDA. Free Cash Flow Conversion is non-GAAP financial measure. See slide 1 under “Non-GAAP Financial Measures” and slide 23 for reconciliation Returned to >60% FCF Conversion

2 Strategy & Business Updates

Acquire New Clients in Existing Verticals We See Multiple Levers to Continue to Drive Growth EXECUTE ON EXISTING BUSINESS BROADENING ADDRESSABLE MARKET AND SOLUTIONS REPAY’s leading platform & attractive market opportunity position it to build on its record of robust growth & profitability Expand New and Existing Software Partnerships Expand Usage and Increase Adoption Strategic M&A Additional Value-Added Service Opportunities Majority of Consumer Payments growth from further penetration of existing client base Majority of Business Payments growth from acquiring new clients Operational Efficiencies New Vertical Expansion

ADDED NEW CLIENTS VIA DIRECT SALESFORCE ACROSS ALL VERTICALS 286 SOFTWARE PARTNER RELATIONSHIPS(1), INCLUDING: As of 6/30/2025 Third-party research and management estimates as of 6/30/2025 Total liquidity represents cash balance as of 6/30/2025 plus undrawn $250 million revolver facility. See slide 8 for further information Executing on Growth Plan BROADEN ADDRESSABLE MARKET AND SOLUTIONS ERP & accounting software integrations provide vertical agnostic opportunities Expanded TAM to ~$5.6 trillion(2) through strategic M&A Continuing to grow existing relationships and add new opportunities within existing verticals & ISVs Cash on balance sheet and revolving credit facility gives the Company ample liquidity of $413 million(3) to pursue our capital allocation initiatives such as investing in organic growth, balancing reduction of net leverage, while managing our convertible debt liability, and potentially pursuing M&A Continuing to thoughtfully invest in new product and research & development capabilities EXPANDING EXISTING BUSINESS CONSUMER PAYMENTS BUSINESS PAYMENTS Ended Q2 2025 with 353 credit union clients VISA ACCEPTANCE FASTRACK PROGRAM

Ample Runway in Consumer Payments Third-party research and management estimates as of 6/30/2025 Evolving consumer preferences and technology are requiring clients to embrace payment digitization TOTAL ADDRESSABLE MARKET(1) $2.4Tn VERTICAL END MARKETS 6 ISV INTEGRATION PARTNERS 185 REPAY’s integrated payment processing platform automates and modernizes our clients' operations, resulting in increased cash flow, lower costs, and improved customer experience Loan repayments expertise is core to our efficiency: from tokenization to our clearing & settlement engine Instant Funding accelerates the time at which borrowers receive loans while increasing digital repayments Multipronged go-to-market approach leverages both direct and indirect sales Continuing to invest into deeper ISV integrations, product innovation, and vertical specific technologies

Consumer Payments Offering Omnichannel Capabilities across Modalities Clients in REPAY’s verticals look to partner with innovative vendors that can provide evolving payment functionality and acceptance solutions Credit and Debit Card Processing ACH Processing Instant Funding eCash New & Emerging Payments Virtual Terminal IVR / Phone Pay Mobile Application Web Portal / Online Bill Pay Hosted Payment Page POS Equipment Text Pay PAYMENT MODALITIES PAYMENT CHANNELS REPRESENTATIVE CLIENTS

REPAY’s Growing Business Payments Segment Third-party research and management estimates as of 6/30/2025 $1.5Tn total addressable market Integrations with leading ERP platforms, serving a highly diversified client base across a wide range of industry verticals Expanded into B2B vertical via APS acquisition Cross sell initiative happening within Sage and Acumatica ERPs to add AP solutions TOTAL ADDRESSABLE MARKET(1) $3.2Tn VERTICAL END MARKETS 15+ SUPPLIER NETWORK 440,000+ B2B INTEGRATED SOFTWARE PARTNERS 101 Combined AR and AP automation solution provides a compelling value proposition to clients $1.7Tn total addressable market Fully integrated AP automation platform with electronic payment capabilities including virtual cards and ACH Expanded into AP automation vertical via cPayPlus, CPS, and Kontrol acquisitions Entered the B2B healthcare space through Ventanex acquisition B2B Merchant Acquiring B2B AP Automation

Powerful Business Payments Offering One-stop-shop B2B payments solutions provider REPRESENTATIVE CLIENTS Automated Reporting and Reconciliation Multiple Payment Options Including Virtual Card and Cross Border Vendor Management Client Rebates Deep ERP Integrations Multiple Payment Methods Tracking and Reconciliation Highly Secure ACCOUNTS RECEIVABLE AUTOMATION ACCOUNTS PAYABLE AUTOMATION TotalPay Solution Cash Inflow Cash Outflow Buyers Suppliers

3 Appendix

Q2 2025 Financial Update Note: Not meaningful (NM) for comparison Operating expenses includes SG&A and expenses associated with non-cash impairment loss, the change in fair value of tax receivable liability, change in fair value of contingent consideration, loss on extinguishment of debt, and other income / expenses See “Adjusted EBITDA Reconciliation” on slide 21 for reconciliation of Adjusted EBITDA to its most comparable GAAP measure See “Adjusted Net Income Reconciliation” on slide 22 for reconciliation of Adjusted Net Income to its most comparable GAAP measure See “Free Cash Flow Reconciliation” on slide 23 for reconciliation of Free Cash Flow to its most comparable GAAP measure THREE MONTHS ENDED JUNE 30 CHANGE $MM 2025 2024 AMOUNT % Revenue $75.6 $74.9 $0.7 1% Costs of Services 18.4 16.3 2.1 13% Gross Profit $57.2 $58.6 ($1.4) (2%) Operating Expenses(1) 139.2 38.6 100.6 NM EBITDA ($82.0) $20.0 ($102.0) NM Depreciation and Amortization 25.5 26.8 (1.3) (5%) Interest (Income) (1.2) (1.5) 0.3 NM Interest Expense 3.1 0.9 2.2 NM Income Tax Expense (Benefit) (1.3) (2.0) 0.7 NM Net Income (Loss) ($108.0) ($4.2) ($103.8) NM Adjusted EBITDA(2) $31.8 $33.7 ($1.9) (6%) Adjusted Net Income(3) $19.1 $21.8 ($2.7) (12%) Free Cash Flow(4) $22.6 $19.3 $3.3 17%

Q2 2025 Adjusted EBITDA Reconciliation Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. Reflects non-cash goodwill impairment loss primarily related to the Consumer Payments segment. Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of professional service fees incurred in connection with prior transactions. Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course. For the three months ended June 30, 2025 and the three months ended June 30, 2024, reflects franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel. $MM Q2 2025 Q2 2024 Net Income (Loss) ($108.0) ($4.2) Interest (Income) (1.2) (1.5) Interest Expense 3.1 0.9 Depreciation and Amortization(1) 25.5 26.8 Income Tax Expense (Benefit) (1.3) (2.0) EBITDA ($82.0) $20.0 Non-cash impairment loss (2) 103.8 – Non-cash change in fair value of assets and liabilities(3) 2.5 3.4 Share-based compensation expense(4) 3.0 5.9 Transaction expenses(5) 0.4 0.4 Restructuring and other strategic initiative costs(6) 2.7 2.6 Other non-recurring charges(7) 1.3 1.5 Adjusted EBITDA $31.8 $33.7

Q2 2025 Adjusted Net Income Reconciliation Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. Reflects non-cash goodwill impairment loss primarily related to the Consumer Payments segment. Reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of professional service fees incurred in connection with prior transactions. Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course. For the three months ended June 30, 2025 and the three months ended June 30, 2024, reflects franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel. Represents amortization of non-cash deferred debt issuance costs. Represents pro forma income tax adjustment effect associated with items adjusted above. ($MM) Q2 2025 Q2 2024 Net Income (Loss) ($108.0) ($4.2) Amortization of acquisition-related intangibles(1) 19.5 19.7 Non-cash impairment loss (2) 103.8 – Non-cash change in fair value of assets and liabilities(3) 2.5 3.4 Share-based compensation expense(4) 3.0 5.9 Transaction expenses(5) 0.4 0.4 Restructuring and other strategic initiative costs(6) 2.7 2.6 Other non-recurring charges(7) 1.3 1.5 Non-cash interest expense(8) 0.8 0.7 Pro forma taxes at effective rate(9) (7.0) (8.1) Adjusted Net Income $19.1 $21.8

Free Cash Flow Reconciliation 2021 2022 2023 2024 2025 $MM Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Net Cash provided by Operating Activities $4.8 $12.1 $14.6 $21.8 $13.8 $13.3 $25.3 $21.8 $20.8 $20.0 $28.0 $34.9 $24.8 $31.0 $60.1 $34.3 $2.5 $33.1 Capital expenditures Cash paid for property and equipment (0.6) (0.3) (0.9) (0.9) (0.6) (1.3) (0.8) (0.6) (0.5) 0.4 (0.9) (0.2) (0.1) (0.5) (0.2) (0.2) (0.1) 0.1 Cash paid for capitalized software development costs (1) (4.6) (5.2) (5.2) (5.7) (7.0) (5.1) (8.7) (7.4) (13.2) (10.4) (13.1) (12.9) (11.0) (11.2) (11.0) (10.6) (10.4) (10.5) Total capital expenditures (5.2) (5.5) (6.1) (6.7) (7.6) (6.3) (9.5) (7.9) (13.7) (10.0) (14.0) (13.1) (11.1) (11.7) (11.2) (10.8) (10.5) (10.5) Free Cash Flow ($0.4) $6.6 $8.5 $15.2 $6.2 $7.0 $15.9 $13.9 $7.1 $10.0 $13.9 $21.8 $13.7 $19.3 $48.8 $23.5 ($8.0) $22.6 Adjusted EBITDA $20.5 $20.4 $24.5 $27.8 $29.3 $27.6 $31.7 $35.9 $30.9 $30.3 $31.9 $33.5 $35.5 $33.7 $35.1 $36.5 $33.2 $31.8 Free Cash Flow Conversion(2) (2%) 32% 35% 54% 21% 25% 50% 39% 23% 33% 44% 65% 38% 57% 139% 64% (24%) 71% Historical periods beginning Q3 2023 reflect cash paid for intangibles assets that exclude acquisition costs that are capitalized as channel relationships Represents Free Cash Flow / Adjusted EBITDA Full Year $MM 2022 2023 2024 Net Cash provided by Operating Activities $74.2 $103.6 $150.1 Capital expenditures Cash paid for property and equipment (3.2) (0.7) (1.0) Cash paid for capitalized software development costs (1) (33.6) (50.1) (43.9) Total capital expenditures (36.8) (50.8) (44.9) Free Cash Flow $37.4 $52.8 $105.2 Adjusted EBITDA $124.5 $126.8 $140.8 Free Cash Flow Conversion(2) 30% 42% 75%

Depreciation and Amortization Detail Note Adjusted Net Income is adjusted to exclude amortization of all acquisition-related intangibles as such amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions (see corresponding adjustments in the reconciliation of net income to Adjusted Net Income presented above). Management believes that the adjustment of acquisition-related intangible amortization supplements GAAP financial measures because it allows for greater comparability of operating performance. Although REPAY excludes amortization from acquisition-related intangibles from its non-GAAP expenses, management believes that it is important for investors to understand that such intangibles were recorded as part of purchase accounting and contribute to revenue generation. Amortization of intangibles that relate to past acquisitions will recur in future periods until such intangibles have been fully amortized. Any future acquisitions may result in the amortization of additional intangibles $MM Q2 2025 Q2 2024 Acquisition-related intangibles $19.5 $19.7 Software 5.8 6.9 Amortization $25.3 $26.6 Depreciation 0.2 0.2 Total Depreciation and Amortization $25.5 $26.8

Q2 2025 Revenue and Gross Profit Growth Reconciliations Q2 2025 $MM Consumer Payments Business Payments Total Company Revenue Growth 2% 3% 1% Political Media contribution / (impact) n/a (6%) (1%) Revenue Growth, excl. political media 2% 9% 2% Q2 2025 $MM Consumer Payments Business Payments Total Company Gross Profit Growth <(1%) (5%) (2%) Political Media contribution / (impact) n/a (6%) (1%) Gross Profit Growth, excl. political media <(1%) 1% (1%)

Gross Profit Growth Reconciliation 2023 2024 2025 $MM Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Gross Profit Growth 11% 8% 3% 2% 6% 9% 7% 9% 2% 6% (5%) (2%) Acquisitions / (Divestitures) impact (2%) (4%) (6%) (6%) (4%) (2%) n/a n/a n/a (1%) n/a n/a Organic Gross Profit Growth 13% 12% 9% 8% 10% 11% 7% 9% 2% 7% (5%) (2%) Political Media contribution / (impact) (1%) (2%) (3%) (5%) (3%) 1% 2% 8% 11% 5% (1%) (1%) Organic GP Growth excl. political media 13% 14% 12% 13% 13% 10% 5% 1% (9%) 2% (4%) (1%)

Historical Segment Details Note: Historical periods reflect the reclassification of revenue and gross profit between Consumer Payments and Business Payments segments 2022 2023 2024 2025 Full Year $MM Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2022 2023 2024 Consumer Payments $61.1 $59.8 $63.0 $64.3 $69.9 $65.9 $68.7 $71.1 $76.1 $69.3 $69.2 $66.3 $71.9 $70.5 $248.2 $275.7 $281.0 Business Payments 8.9 9.9 11.4 12.3 8.7 9.8 9.7 9.9 9.7 10.6 15.3 17.4 11.0 10.9 42.6 38.1 52.9 Intercompany eliminations (2.4) (2.3) (2.9) (4.0) (4.1) (4.0) (4.1) (5.0) (5.1) (5.0) (5.3) (5.4) (5.6) (5.8) (11.6) (17.1) (20.8) Revenue $67.6 $67.4 $71.6 $72.7 $74.5 $71.8 $74.3 $76.0 $80.7 $74.9 $79.1 $78.3 $77.3 $75.6 $279.2 $296.6 $313.0 Consumer Payments $47.5 $46.1 $49.7 $53.1 $54.6 $51.7 $53.6 $56.2 $59.6 $55.5 $54.9 $53.1 $56.7 $55.4 $195.5 $216.1 $223.1 Business Payments 5.9 7.0 8.1 8.6 6.0 7.2 7.2 7.5 7.0 8.0 12.0 12.1 7.6 7.6 30.4 28.0 39.1 Intercompany eliminations (2.4) (2.3) (2.9) (4.0) (4.1) (4.0) (4.1) (5.0) (5.1) (5.0) (5.3) (5.4) (5.6) (5.8) (11.6) (17.1) (20.8) Gross Profit $51.0 $50.7 $54.9 $57.8 $56.6 $54.9 $56.7 $58.7 $61.5 $58.6 $61.6 $59.7 $58.7 $57.2 $214.4 $226.9 $241.4 Consumer Payments 77.8% 77.0% 79.0% 82.6% 78.1% 78.4% 78.0% 79.0% 78.3% 80.2% 79.3% 80.0% 78.8% 78.7% 78.8% 78.4% 79.4% Business Payments 66.5% 70.0% 70.4% 70.1% 69.5% 73.3% 74.1% 76.6% 72.8% 75.7% 78.5% 69.5% 68.8% 69.3% 71.4% 73.5% 74.0% Gross Profit Margin 75.5% 75.2% 76.8% 79.5% 75.9% 76.5% 76.3% 77.3% 76.2% 78.2% 77.8% 76.3% 75.9% 75.7% 76.8% 76.5% 77.1%

EX-99.3 5 rpay-ex99_3.htm EX-99.3

Investor Presentation Exhibit 99.3 August 2025

Disclaimer On July 11, 2019 (the “Closing Date”), Thunder Bridge Acquisition Ltd. (“Thunder Bridge”) and Hawk Parent Holdings LLC (“Hawk Parent”) completed a business combination (the “Business Combination”) under which Thunder Bridge acquired Hawk Parent, upon which Thunder Bridge changed its name to Repay Holdings Corporation (“REPAY” or the “Company”). The Company’s filings with the Securities and Exchange Commission (“SEC”), which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect REPAY’s business, results of operations and financial condition. Forward-Looking Statements This presentation (the “Presentation”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, REPAY’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, expected demand on REPAY’s product offering, including further implementation of electronic payment options and statements regarding REPAY’s market and growth opportunities, and our business strategy and the plans and objectives of management for future operations. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. In addition to factors previously disclosed in REPAY’s reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Form 10-Qs, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: exposure to economic conditions and political risk affecting the consumer loan market, the receivables management industry and consumer and commercial spending, including bank failures or other adverse events affecting financial institutions, inflationary pressures, general economic slowdown or recession; changes in the payment processing market in which REPAY competes, including with respect to its competitive landscape, technology evolution or regulatory changes; changes in the vertical markets that REPAY targets, including the regulatory environment applicable to REPAY’s clients; the ability to retain, develop and hire key personnel; risks relating to REPAY’s relationships within the payment ecosystem; risk that REPAY may not be able to execute its capital allocation and growth strategies, including identifying and executing acquisitions; risks relating to data security; changes in accounting policies applicable to REPAY; and the risk that REPAY may not be able to maintain effective internal controls. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about us or the date of such information in the case of information from persons other than us, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding our industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Industry and Market Data The information contained herein also includes information provided by third parties, such as market research firms. Neither of REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, guarantee the accuracy, completeness, timeliness or availability of any information. Neither REPAY nor its affiliates and any third parties that provide information to REPAY, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Neither REPAY nor its affiliates give any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. Non-GAAP Financial Measures This Presentation includes certain non-GAAP financial measures that REPAY’s management uses to evaluate its operating business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense, tax expense, depreciation and amortization, as adjusted to add back certain charges deemed not to be part of normal operating expenses, non-cash and/or non-recurring charges, such as non-cash impairment loss, loss on extinguishment of debt, loss on termination of interest rate hedge, non-cash change in fair value of contingent consideration, non-cash change in fair value of assets and liabilities, non-cash change in fair value of warrant liabilities; share-based compensation charges, transaction expenses, restructuring and other strategic initiative costs and other non-recurring charges. Free Cash Flow is a non-GAAP financial measure that represents net cash flow provided by operating activities less total capital expenditures. Free Cash Flow Conversion represents Free Cash Flow divided by Adjusted EBITDA. REPAY believes that each of the non-GAAP financial measures referenced in this paragraph provide useful information to investors and others in understanding and evaluating its operating results in the same manner as management. However, these non-GAAP financial measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for net income, operating profit, or any other operating performance measure calculated in accordance with GAAP. Using these non-GAAP financial measures to analyze REPAY’s business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant. In addition, although other companies in REPAY’s industry may report measures titled with the same or similar descriptions, such non-GAAP financial measures may be calculated differently from how REPAY calculates its non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider each of the non-GAAP financial measures referenced in this paragraph alongside other financial performance measures, including net income and REPAY’s other financial results presented in accordance with GAAP.

2 Agenda Introduction to REPAY REPAY Investment Highlights REPAY Financial Overview 1 2 3

1 Introduction to REPAY

REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the overall experience for consumers and businesses REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs

AUTO FINANCE PERSONAL FINANCE AR AUTOMATION CREDIT UNIONS HEALTHCARE MORTGAGE ARM AP AUTOMATION Your Industry. Our Expertise. CONSUMER PAYMENTS BUSINESS PAYMENTS

Who We Are A leading, highly-integrated omnichannel payment technology platform modernizing Consumer and Business Payments CAGR is from 2021A–2024A As of 6/30/2025 Free Cash Flow Conversion calculated as 2024A Free Cash Flow / 2024A Adjusted EBITDA. These are non-GAAP measures. See slide 1 for definitions and slides 30 and 31 for additional details HISTORICAL REVENUE CAGR(1) HISTORICAL GROSS PROFIT CAGR(1) SOFTWARE INTEGRATIONS(2) 13% 14% 286 75% FREE CASH FLOW CONVERSION(3)

LONG-TERM GROWTH ORGANIC GROWTH M&A CATALYSTS Deepen presence in existing verticals (e.g. Automotive, B2B, Credit Unions, Revenue Cycle Management, Healthcare) Expand into new verticals/geographies Transformational acquisitions extending broader solution suite Driving Shareholder Value 1) Third-party research and management estimates as of 6/30/2025 Secular trends away from cash and check toward digital payments Transaction growth in key verticals Further penetrate existing clients ~$5.6Tn TAM(1)Creates long runway for growth Deep presence in key verticals creates significant defensibility Highly attractivefinancial model = +

Our Strong Execution and Momentum TOTAL ADDRESSABLE MARKET ~$535Bn ~$5.6Tn(3) SUPPLIER NETWORK _ 440,000+ # OF ISV INTEGRATIONS 53 286 Delivering Superior Results (4) Second Quarter 2025(2) July 2019(1) REVENUE CAGR GROSS PROFIT CAGR ADJ. EBITDA CAGR +13% +14% As of 7/11/2019 (the closing date of the Business Combination) As of 6/30/2025 Third-party research and management estimates Represents CAGR from 2021A-2024A. Adjusted EBITDA and Free Cash Flow are non-GAAP measures. See slide 1 under "Non-GAAP Financial Measures. See slide 30 for Adjusted EBITDA reconciliation and slide 31 for Free Cash Flow reconciliation +15% FREE CASH FLOW CAGR +52%

Driving Value for Shareholders Fast growing, large and underpenetrated market opportunity Deep presence in key verticals drives competitive moat Highly strategic and diverse client base Multiple avenues for long term, durable growth Experienced Board and Management team Highly attractive and profitable financial model Accelerating cash flow generation Strong balance sheet Investment Rationale

2 REPAY Investment Highlights

1 A leading, omnichannel payment technology provider Fast growing and underpenetrated market opportunity Vertically integrated payment technology platform driving frictionless payments experience Experienced board with deep payments expertise Multiple avenues for long-term growth Highly strategic and diverse client base 2 3 4 5 6 Key software integrations enabling unique distribution model Business Strengths and Strategies

1 We are Capitalizing on Large, Underserved Market Opportunities REPAY’s existing verticals represent ~$5.6Tn(1) of projected annual total payment volume END MARKET OPPORTUNITIES ($ in Bn) 1) Third-party research and management estimates as of 6/30/2025 Business Payments Consumer Payments $5.6tn TAM(1) Despite growing annual payment volume, REPAY still serves <1% of total payment TAM REPAY’s Total Payment Volume (1)

1 Key end markets have been underserved by payment technology and service providers Credit cards are not permitted in loan repayment which has resulted in overall low card penetration CLIENTS SERVING REPAY’S MARKETS ARE FACING INCREASING DEMAND FROM CUSTOMERS They want electronic and omnichannel payment solutions LOAN REPAYMENT, B2B, AND HEALTHCARE MARKETS Lagged behind other industry verticals in moving to electronic payments CONSUMER PAYMENTS BUSINESS PAYMENTS B2B payments have traditionally been made via check or ACH (including AP and AR) Shift towards high deductible health plans resulting in growing proportion of consumer payments

Card and Debit Payments Underpenetrated in Our Verticals The Nilson Report. Represents debit and credit as a percentage of all U.S. consumer payment systems, including various forms of paper, card, and electronic payment methods Third-party research and management estimates. Personal Loans and Mortgage verticals represent debit card only. Across REPAY’s Verticals(2) Card Payment Penetration Across Industries(1) 1 <

REPAY Has Built a Leading Next-Gen Software Platform Proprietary, integrated payment technology platform reduces complexity for a unified commerce experience Pay Anywhere, Any Way, Any Time Businesses and Consumers Clients 2

REPAY Has Built a Leading Next-Gen Software Platform Value Proposition to REPAY’s Clients Accelerated payment cycle (ability to lend more / faster) through card processing Faster access to funds to help businesseswith working capital 24 / 7 payment acceptance through “always open” omnichannel offering Direct software integrations into loan,dealer, and business management systems reduces operational complexity for client Improved regulatory compliance through fewer ACH returns 2 Clients Pay Anywhere, Any Way, Any Time

Value Proposition to REPAY’s Clients’ End Customers Self-service capabilities through ability to pay anywhere, any way and any time, 24 / 7 Option to make real-time payments through use of card transactions Immediate feedback that payment has been processed Omnichannel payment methods (e.g., Web, Mobile, IVR, Text) Fewer ancillary charges (e.g., NSF fees) for borrowers through automatic recurring online debit card payments 2 Pay Anywhere, Any Way, Any Time Businesses and Consumers REPAY Has Built a Leading Next-Gen Software Platform

Consumer Payments Offering Omnichannel Capabilities across Modalities 2 Clients in REPAY’s verticals look to partner with innovative vendors that can provide evolving payment functionality and acceptance solutions Credit and Debit Card Processing ACH Processing Instant Funding eCash New & Emerging Payments Virtual Terminal IVR / Phone Pay Mobile Application Web Portal / Online Bill Pay Hosted Payment Page POS Equipment Text Pay PAYMENT MODALITIES PAYMENT CHANNELS REPRESENTATIVE CLIENTS

Powerful Business Payments Offering 2 One-stop-shop B2B payments solutions provider Automated Reporting and Reconciliation Multiple Payment Options Including Virtual Card and Cross Border Vendor Management Client Rebates Deep ERP Integrations Multiple Payment Methods Tracking and Reconciliation Highly Secure ACCOUNTS RECEIVABLE AUTOMATION ACCOUNTS PAYABLE AUTOMATION TotalPay Solution Cash Inflow Cash Outflow Buyers Suppliers One-stop-shop B2B payments solutions provider REPRESENTATIVE CLIENTS

Key Software Integrations Accelerate Distribution REPAY leverages a vertically tiered sales strategy supplemented by software integrations to drive new client acquisitions Tier 3 (Direct Sales) $5MM+ Monthly Volume Tier 2 (Direct Sales) $1MM – $5MM Monthly Volume Tier 1 (Call Center) <$1MM Monthly Volume Sales Support Team NUMBER OF SOFTWARE INTEGRATION PARTNERS Sales Strategy / Distribution Model 3 33% CAGR Software Integrations

Attractive and Diverse Client Base Across Key Verticals REPAY’s platform provides significant value to our clients offering solutions across a variety of industry verticals Healthcare Other ARM B2B Loan Repayment ~20%of card paymentvolume(2) 4 Represents segment revenue percentage of total revenue after any intersegment eliminations Management estimate as of 6/30/2025. Reflects the reclassification of partnerships between Consumer Payments and Business Payments segments Percentage of Revenue (1) One-stop shop B2B payments solutions provider, offering AP automation and AR merchant acquiring solutions Integrations with ~101(2) leading ERP platforms, serving a highly diversified client base across a wide range of industry verticals AP: Media, Healthcare, Home Services & Property Management, Auto, Municipality, and Other AR: Manufacturing, Distribution, and Hospitality BUSINESS PAYMENTS CONSUMER PAYMENTS ~85% Blue chip ISV partnerships with ~185(2) integrations Market leader in several niche verticals, including the following: Personal Finance Auto Finance Credit Unions ARM Healthcare Mortgage Diversified Retail & Other RCS: Best-in-class clearing & settlement solutions for ~30(2) ISOs and owned clients Expansions into adjacent Buy-Now-Pay-Later vertical as well as Canada ~15%

Demonstrated Ability to Acquire and Successfully Integrate Businesses Represents a significant opportunity to enhance organic growth in existing verticals and accelerate entry into new markets and services Extend Solution Set viaNew Capabilities New Vertical Expansion Deepen Presence inExisting Verticals Back-end transaction processing capabilities, which enhance M&A strategy Value-add complex exception processing capabilities Expansion into the Healthcare, Automotive, Receivables Management, B2B Acquiring, B2B Healthcare, Mortgage Servicing, B2B AP Automation, BNPL verticals Accelerates expansion into Automotive, Credit Union and Receivables Management verticals THEME Demonstrated ability to source, acquire, and integrate various targets across different verticals Dedicated team to manage M&A pipeline for potential strategic opportunities ACQUISITIONS RATIONALE 5 2017 2019 2016 2017 * 2019 * 2020 2020 * * 2020 * 2020 * 2021 2021 * * 2021 * 2021 * 2021 * *Completed since becoming a public company *

Majority of growth within Consumer Payments is derived from further penetration of existing client base. Majority of growth within Business Payments is derived from acquiring new clients. Multiple Levers to Continue to Drive Growth EXPAND USAGE AND INCREASE ADOPTION (1) ACQUIRE NEW CLIENTS IN EXISTING VERTICALS (2) OPERATIONAL EFFICIENCIES ADDITIONAL VALUE-ADDED SERVICE OPPORTUNITIES REPAY’s leading platform & attractive market opportunity position it to build on its record of robust growth & profitability EXECUTE ON EXISTING BUSINESS BROADEN ADDRESSABLE MARKET AND SOLUTIONS 5 NEW VERTICAL EXPANSION EXPAND NEW AND EXISTING SOFTWARE PARTNERSHIPS STRATEGIC M&A

Richard Thornburgh Senior Advisor, Corsair Bob Hartheimer Senior Advisor, Klaros Group Experienced Board with Deep Payments Expertise John Morris CEO & Co-Founder Shaler Alias President & Co-Founder Peter Kight Chairman, Founder of CheckFree Former Vice Chairman, Fiserv Paul Garcia Former Chairman and CEO, Global Payments Maryann Goebel Former CIO, Fiserv 8-member board of directors comprised of industry veterans and influential leaders in the financial services and payment industries Emnet Rios CFO, Digital Asset 6

3 REPAY Financial Overview

Financial Highlights Low volume attrition and low risk portfolio Differentiated technology platform & ecosystem Deeply integrated with client base Recurring transaction / volume-based revenue SOFTWAREINTEGRATIONS(1) 286 HISTORICAL REVENUE CAGR(2) 13% HISTORICAL GROSS PROFIT CAGR(2) 14% HISTORICAL ADJUSTED EBITDA CAGR(2)(3) 15% FREE CASH FLOWCONVERSION(3) 75% REPAY’s Unique Model Translates Into A Highly Attractive Financial Profile As of 6/30/2025 CAGR is from 2021A-2024A Free Cash Flow Conversion calculated as 2024A Free Cash Flow / 2024A Adjusted EBITDA. Adjusted EBITDA and Free Cash Flow are non-GAAP measures. See slide 1 under “Non-GAAP Financial Measures” and see slides 30 and 31 for reconciliations

Revenue ($MM) Gross Profit ($MM)(1) Strong Profitable Growth… Resilient volume growth & improving card penetration, resulting in 13% CAGR Gross margin consistency from processing cost savings 13% CAGR 14% CAGR 75% 77% 77% % Margin 77% Gross profit represents revenue less costs of services

Adjusted EBITDA ($MM)(1) FREE CASH FLOW ($MM)(1) ...Translating into Accelerating Free Cash Flow Generation Highly scalable platform with attractive margins Significant step up in cash generation from on-going opex and capex management 43% 43% 45% 32% FCF Conversion(2) 30% 75% % Margin These are non-GAAP measures. See slide 1 under “Non-GAAP Financial Measures.” See slides 30 and 31 for reconciliation Free Cash Flow Conversion calculated as Free Cash Flow / Adjusted EBITDA 52% CAGR 15% CAGR 45% 42%

Consumer Payments Business Payments …Across Our Segments… 2% y/y reported growth Gross Profit Margin 78% 79% Gross Profit Margin 73% 74% 3% y/y reported growth 39% y/y reported growth 40% y/y reported growth

Adjusted EBITDA Reconciliation "Reflects amortization of client relationships, non-compete agreement, software, and channel relationship intangibles acquired through the business combination with Thunder Bridge, and client relationships, non-compete agreement, and software intangibles acquired through REPAY's acquisitions of TriSource Solutions, APS Payments, Ventanex, cPayPlus, CPS Payments, BillingTree, Kontrol Payables and Payix. This adjustment excludes the amortization of other intangible assets which were acquired in the regular course of business, such as capitalized internally developed software and purchased software. " Reflects the loss recognized related to the disposition of Blue Cow. For the year ended December 31, 2024, reflects a gain on the repurchase of 2026 Notes principal, net of a write-off of debt issuance costs relating to the repurchased principal. For the year ended December 31, 2021, Reflects write-offs of debt issuance costs relating to the Term Loans. Reflects realized loss of our interest rate hedging arrangement which terminated in conjunction with the repayment of Term Loans. Reflects the changes in management’s estimates of future cash consideration to be paid in connection with prior acquisitions from the amount estimated as of the most recent balance sheet date. For the year ended December 31, 2023, reflects non-cash goodwill impairment loss related to the Business Payments segment and non-cash impairment loss related to a trade name write-off of Media Payments. For the year ended December 31, 2022, reflects non-cash impairment loss related to trade names write-offs of BillingTree and Kontrol. For the year ended December 31, 2021, reflects non-cash impairment loss related to trade names write-offs of TriSource, APS, Ventanex, cPayPlus and CPS. For the year ended December 31, 2024, reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. For the year ended December 31, 2023, reflects the changes in management’s estimates of (i) the fair value of the liability relating to the Tax Receivable Agreement, and (ii) non-cash insurance reserve. For the year ended December 31, 2022 and 2021, reflects the changes in management’s estimates of the fair value of the liability relating to the Tax Receivable Agreement. Represents compensation expense associated with equity compensation plans. Primarily consists of (i) during the year ended December 31, 2024, professional service fees incurred in connection with prior transactions, (ii) during the year ended December 31, 2023, professional service fees and other costs incurred in connection with the disposition of Blue Cow Software, (iii) during the year ended December 31, 2022, professional service fees and other costs incurred in connection with the acquisitions of BillingTree, Kontrol Payables and Payix, and (iv) during the year ended December 31, 2021, professional service fees and other costs incurred in connection with the acquisitions of Ventanex, cPayPlus, CPS, BillingTree, Kontrol and Payix, as well as professional service expenses related to the January 2021 equity and convertible notes offerings. Reflects costs associated with reorganization of operations, consulting fees related to processing services and other operational improvements, including restructuring and integration activities related to acquired businesses, that were not in the ordinary course during the years ended December 31, 2024, 2023, 2022 and 2021. Additionally, for the year ended December 31, 2022, reflects one-time severance payments. For the year ended December 31, 2024, reflects one-time processing settlements, franchise taxes and other non-income based taxes, non-recurring legal and other litigation expenses and payments made to third-parties in connection with our IT security and personnel. For the year ended December 31, 2023, reflects payments made to third-parties in connection with an expansion of our personnel, franchise taxes and other non-income based taxes and one-time payments to certain partners. For the years ended December 31, 2022 and 2021, reflects one-time payments to certain clients and partners, payments made to third-parties in connection with a significant expansion of our personnel, franchise taxes and other non-income based taxes, other payments related to COVID-19 and non-cash rent expense. Beginning in the period ended December 31, 2023, no longer reflects non-cash rent expense. ($MM) 2021A 2022A 2023A 2024A Net Loss ($56.0) $8.7 ($117.4) ($10.3) Interest Expense, net 3.7 4.2 1.0 1.9 Depreciation and Amortization(1) 89.7 107.8 103.9 103.7 Income Tax Benefit (30.7) 6.2 (2.1) (0.6) EBITDA $6.6 $126.9 ($14.6) $94.7 Loss on business disposition (2) – – 10.0 – (Gain) / Loss on extinguishment of debt(3) 5.9 – – (13.1) Loss on termination of interest rate hedge(4) 9.1 – – – Non-cash change in fair value of contingent consideration(5) 5.8 (3.3) – – Non-cash impairment loss(6) 2.2 8.1 75.8 – Non-cash change in fair value of assets and liabilities(7) 14.1 (66.9) 7.5 14.5 Share-based compensation expense(8) 22.3 20.5 22.2 25.2 Transaction expenses(9) 19.3 19.0 8.5 2.3 Restructuring and other strategic initiative costs(10) 4.6 7.9 11.9 12.5 Other non-recurring charges(11) 3.3 12.3 5.5 4.7 Adjusted EBITDA $93.2 $124.5 $126.8 $140.8

Free Cash Flow Reconciliation Excludes acquisition costs that are capitalized as channel relationships. Represents Free Cash Flow / Adjusted EBITDA. ($MM) 2021A 2022A 2023A 2024A Net Cash provided by Operating Activities $53.3 $74.2 $103.6 $150.1 Capital expenditures Cash paid for property and equipment (2.9) (3.2) (0.7) (1.0) Cash paid for intangible assets (20.6) (33.6) (50.1) (43.9) Total capital expenditures(1) (23.5) (36.8) (50.8) (44.9) Free Cash Flow $29.8 $37.4 $52.8 $105.2 Adjusted EBITDA $93.2 $124.5 $126.8 $140.8 Free Cash Flow conversion(2) 32% 30% 42% 75%

Thank you

EX-99.4 6 rpay-ex99_4.htm EX-99.4 EX-99.4

Exhibit 99.4

REPAY Appoints New Chief Financial Officer August 11, 2025

ATLANTA--(BUSINESS WIRE)—August 11, 2025-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”), a leading provider of integrated payment processing solutions, today announced the appointment of Robert Houser as Chief Financial Officer of the Company, effective September 8, 2025.

“We are extremely excited to welcome Rob to REPAY. Rob brings over a decade of divisional CFO and operational experience within the payment industry to help him contribute immediately. Rob has held key strategic roles across his career and will be a great partner in running our company,” said John Morris, Co-Founder and CEO.

Most recently, Rob served as the Group CFO of the Public Sector and Advisor at Conduent Incorporated (Nasdaq: CNDT) (“Conduent”). He previously served as Conduent’s Global Head of Strategy, Corporate Development and Advisor to CEO. Prior to Conduent, Rob spent seven years at Fiserv, Inc. (NYSE: FI) holding positions as Senior Vice President, General Manager, and CFO across several divisions. Prior to Fiserv, he was the Global Head of FP&A and Investor Relations at Integra Lifesciences, Inc. (Nasdaq: IART). He previously held various finance, accounting, and strategy roles at Firmenich, Inc, Bristol-Myers Squibb Co. (NYSE: NMY), and Merck & Co Inc. (NYSE: MRK). Rob began his career as an auditor for KPMG LLP, and he earned his MBA and bachelor’s degree in accounting from Rider University.

“With Rob’s appointment, interim CFO Thomas Sullivan will return to his role as Chief Accounting Officer. We are extremely grateful for Thomas’s help in managing the finance organization over the past several months and the entire REPAY team for supporting the company through the CFO transition,” said John Morris.

About REPAY

Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about REPAY’s expectations with respect to the announced leadership changes. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond REPAY’s control, including, without limitation, the factors described in REPAY’s reports filed with the U.S. Securities and Exchange Commission. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of information.

Contacts

Investor Relations for REPAY:
ir@repay.com

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